FURNITURE BRANDS INTERNATIONAL, INC. 2008 INCENTIVE PLAN PERFORMANCE BASED RESTRICTED STOCK AWARD AGREEMENT

GRANTEE:

COMPANY:

This grant is an award of Common Stock in the number of shares set forth on the cover sheet (the “Shares”), subject to the vesting conditions described below (“Restricted Stock”). To the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process.

“Cause,” “Change in Control,” “Disability,” “Retirement,” and “Service” shall have the meaning assigned to such terms in Appendix A to this Agreement.

The grant of Shares of Restricted Stock is contingent on the Company’s achievement of [Insert Performance Condition] (the “Performance Condition(s)”) for the period [Insert Performance Period] (the “Performance Period”).

If the Performance Condition(s) are satisfied, then the Shares of Restricted Stock shall vest as follows: [Insert Vesting] .

If the Performance Condition(s) are not satisfied, then the Restricted Stock shall be forfeited to the Company.

In the event that your Service with the Company terminates for any reason other than your death, Disability or Retirement, you will forfeit to the Company all unvested Shares subject to this grant. Any Shares of Restricted Stock that are forfeited shall be returned to the Company and cancelled, and all of your rights to those shares will terminate, without any payment of consideration by the Company.

In the event that your Service with the Company terminates due to your death, Disability or Retirement, any Shares of Restricted Stock will vest pro-rata if the Performance Conditions are satisfied and will be distributed following achievement of the Performance Conditions. The pro rata portion of the Restricted Stock that will become fully vested will be determined by multiplying the Shares of Restricted Stock that would have become vested (but for the termination) by a fraction, the numerator of which shall be the number of full months that have elapsed in the Performance Period preceding the termination of Service and the denominator of which shall be the number of full months in the Performance Period.

The Company will issue Shares of Restricted Stock in your name in the form of an entry into a share memo account with the Company’s stock transfer agent on the Grant Date. The account will show that the Shares are subject to the restrictions described herein. Subject to the terms and

conditions described herein, you shall be entitled to all the rights of beneficial ownership of the Shares while they are held in the share memo account, including the right to vote the Shares and to receive dividends, subject to the requirements set forth herein, if, as and when declared by the Company’s Board of Directors.

Any distributions you receive as a result of any stock split, stock dividend, combination of shares or other similar transaction shall be deemed to be a part of the Restricted Stock and subject to the same conditions and restrictions applicable thereto. The Company may in its sole discretion require any dividends paid on the Restricted Stock to be reinvested in shares of Stock, which the Company may in its sole discretion deem to be a part of the shares of Restricted Stock and subject to the same conditions and restrictions applicable thereto.

Until the restrictions have lapsed or the Shares are forfeited and cancelled, the Shares shall be held in the share memo account and you shall not be entitled to receive certificates representing the Shares. After the Restrictions have lapsed with respect to Shares, you (or, in the case of your death or Disability, your legal representatives, legatees, distributees or guardian) shall have the right to have such Shares certificated and transferred in accordance with the transfer agent’s procedures generally applicable to all stockholders.

In order to facilitate the transfer back to the Company of any Shares of Restricted Stock that are forfeited and cancelled as described herein, you must sign and deliver the stock power, attached hereto as Exhibit A, for the Shares to the Company’s Compensation Director. Upon the forfeiture of Shares, such Shares of Restricted Stock will be transferred back to the Company pursuant to such stock power and cancelled.

Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control, all Shares of Restricted Stock that (but for the application of this clause) have not vested at the time of the occurrence of such Change in Control event shall vest pro rata based on the actual achievement of the Performance Conditions to the date of the Change in Control. The pro rata portion of the Restricted Stock that will become fully vested will be determined by multiplying the Shares of Restricted Stock that would have become vested (but for the Change in Control) based on the actual achievement of the Performance Conditions to the date of the Change in Control by a fraction, the numerator of which shall be the number of full months that have elapsed in the Performance Period preceding the Change in Control and the denominator of which shall be the number of full months in the Performance Period.

You must pay any taxes that are required to be withheld by the Company. You may pay such amounts in cash or make other arrangements satisfactory to the Company for the payment of such amounts. You agree that if you do not pay, or make arrangements for the payment of, such amounts, the Company, to the fullest extent permitted by law, shall have the right to deduct such amounts from any

payments of any kind otherwise due to you and shall have the right to withhold from Shares of Restricted Stock for which restrictions have lapsed the number of Shares having an aggregate market value at that time equal to the amount you owe.

Under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), the difference between the purchase price paid for the Shares of Restricted Stock and their fair market value on the date any forfeiture restrictions applicable to such Shares lapse will be reportable as ordinary income at that time. For this purpose, “forfeiture restrictions” include the forfeiture of unvested Shares of Restricted Stock that is described above. You may elect to be taxed at the time the Shares are acquired, rather than when such Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the Grant Date. You will have to make a tax payment to the extent the purchase price is less than the fair market value of the Shares on the Grant Date. No tax payment will have to be made to the extent the purchase price is at least equal to the fair market value of the Shares on the Grant Date. The form for making this election is attached as Exhibit B hereto. Failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by you (in the event the fair market value of the shares as of the vesting date exceeds the purchase price) as the forfeiture restrictions lapse.

YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE