resrp807.htm


    EXHIBIT
      10.3                        




    HNI CORPORATION
      ERISA SUPPLEMENTAL RETIREMENT PLAN

    


    


    HNI
      Corporation, an Iowa corporation
      (the "Corporation"), hereby amends and restates, effective January 1, 2005,
      the
      HNI Corporation ERISA Supplemental Retirement Plan (the "Plan") to comply with
      Section 409A of the Internal Revenue Code.  The Plan first became
      effective on May 8, 1995.

    


    1.           Purposes
      of the Plan.  The purpose of the Plan is to
      provide to selected executives benefits equal to the amounts which, but for
      limitations imposed by the Internal Revenue Code of 1986, as amended (the
      "Code") or plan provisions, would have been provided by the HNI Corporation
      Profit-Sharing Retirement Plan (the "Profit-Sharing Retirement Plan") and the
      HNI Corporation Cash Profit-Sharing Plan (the "Cash Profit-Sharing
      Plan").

     

    2.           Definitions.  Except
      as otherwise defined in the Plan, capitalized terms used herein shall have
      the
      respective meanings assigned to such terms in the Profit-Sharing Retirement
      Plan.

     

    3.           Participation.  Each
      Member of an Employer whose Compensation for any calendar year,
      determined under the Profit-Sharing Retirement Plan, exceeds $170,000 (or such
      other amount as may be in effect under Section 401(a)(17) of the Code for such
      year) and who has been selected for participation by the Corporation's Board
      of
      Directors (the "Board") shall be a Participant in the Plan.  For this
      purpose, Compensation shall be determined without regard to (a) any election
      by
      the Participant to defer any compensation earned for such year, (b) any payments
      made pursuant to the HNI Corporation Long-Term Performance Plan or other similar
      incentive plan for such year, or (c) any awards made under the HNI Corporation
      Stock-Based Compensation Plan (the "Stock Based Compensation Plan") for such
      year.  The Plan is intended to be unfunded and maintained by the
      Corporation primarily for the purpose of providing deferred compensation for
      a
      select group of management or highly compensated employees, within the meaning
      of ERISA.

     

    4.           Benefits.

     

    (a)           Benefits
      in Respect of the Profit-Sharing Retirement Plan.  As soon as
      practicable after the last day of each calendar year, the Corporation shall
      determine the amount of Employer Contributions that would have been credited
      for
      such year to the Participant's Account under the Profit-Sharing Retirement
      Plan
      for such calendar year but for the annual limitation on compensation that may
      be
      taken into account pursuant to Code Section 401(a)(17) and the annual limitation
      on benefits pursuant to Code Section 415, as set forth in the Profit-Sharing
      Retirement Plan.  

     

    (b)           Benefits
      in Respect of Cash Profit-Sharing Plan.  As soon as practicable
      after the last day of each calendar year, the Corporation shall determine an
      amount equal to the payments such Participant would have received under the
      Cash
      Profit-Sharing Plan in such year in respect of the Participant's Compensation,
      as described in Section 2, but for the limitations imposed under the terms
      of
      the Cash Profit-Sharing Plan on eligible earnings at the level specified
      in Code Section 401(a)(17) with respect to a qualified defined contribution
      plan.  

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    (c)           Distributions.  On
      the 15th day of the Corporation's February fiscal month following the end of
      the
      Corporation's fiscal year for which a benefit is determined under Paragraphs
      4(a) or (b) above, the benefit determined for each Participant shall be paid
      in
      shares of Bonus Stock issued under the Stock-Based Compensation
      Plan.  The number of shares of Bonus Stock to be paid shall be
      determined by dividing the amounts determined under Paragraphs 4(a) and (b)
      above by the average of the high and low prices of a share of the Corporation's
      common stock on the date the award is paid, with cash paid in lieu of any
      fractional share.  Such shares shall not be transferable, whether by
      sale, pledge, gift, or otherwise, while the Participant is employed by the
      Corporation or any of its subsidiaries.  Provision for all income tax
      withholding and other employment taxes shall be made pursuant to Section 5.5
      of
      the Stock-Based Compensation Plan.

     

    5.           Administration.  The
      Human Resources and Compensation Committee of the Board shall be charged with
      the administration of the Plan, shall have the same powers and duties, and
      shall
      be subject to the same limitations, with respect to the Plan as the
      Administrative Committee under the Profit-Sharing Retirement
      Plan.  Decisions of such Committee shall be conclusive and binding
      upon all persons claiming benefits under the Plan.

     

    Notwithstanding
      anything contained herein or in any other plan maintained by the Corporation
      to
      the contrary, it shall be a condition of the payment of benefits under the
      Plan
      that neither such benefits nor any portion hereof shall be assigned, alienated,
      or transferred to any person voluntarily or by operation of any law, including
      any assignment, division, or awarding of property under state domestic relations
      law (including community property law).  If any person shall endeavor
      to purport to make any such assignment, alienation, or transfer, the amount
      otherwise provided hereunder which is the subject of such assignment,
      alienation, or transfer shall cease to be payable to any person.

     

    6.           No
      Guaranty of Employment.  Nothing contained in the Plan shall be
      construed as a contract of employment between any employee and his or her
      Employer or as conferring a right on any employee to be continued in the
      employment of an Employer.

     

    7.           Amendment
      and Termination.

     

    (a)           The
      Board reserves the right at any time to amend or terminate the
      Plan.  The Fund Committee may amend the Plan from time to time as it
      deems necessary or advisable except that any amendment which would terminate
      the
      Plan or modify its formula for contributions shall require advance approval
      of
      the Board.  (b)  Notwithstanding the foregoing, no amendment
      shall operate directly or indirectly to deprive any Participant of his or her
      vested interest in the Plan immediately prior to the effective date of the
      amendment.  (c)  Each amendment (including any termination
      of the Plan) shall be adopted by the Fund Committee, pursuant to the authority
      granted to it by the Board.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    8.           Miscellaneous.

     

    (a)           Certain
      Profit-Sharing Retirement Plan Provisions.  Except as otherwise
      provided herein, the provisions contained in Sections 1.2 (relating to
      applicable law), 1.3 (relating
      to severability), and Article 15 (relating to Adoption by Affiliated Employers)
      of the Profit-Sharing Retirement Plan are hereby incorporated herein by
      reference, and shall be applicable as if such provisions were set forth
      herein.

     

    (b)           Successors
      and Assigns.  The provisions of the Plan shall bind and inure to
      the benefit of each Employer and its successors and assigns, as well as each
      Participant and his or her beneficiaries and successors.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        3