rddcp807.htm


     

    EXHIBIT
      10.7                       
 

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    HNI
      CORPORATION

     

    DIRECTORS
      DEFERRED COMPENSATION PLAN

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    
 

    


    


    


    


    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


        

      

       

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


        

      

       

      
        	 2.
                Definitions	 	      1


      

       

      
        	 	 2.1.	Definitions	       
                1
	 	 2.2.	Gender
                and Number	      4


      

       

      
        
          	 3.
                  Eligibility and Participation	 	     4


        

      

       

      
        
          	 	 3.1.	Eligibility	     4
	 	 3.2.  	Missing
                  Persons	     5


        

      

       

      
        	 4.
                Establishment and Entries to Accounts	 	     5


      

       

      
        	 	 4.1.  	Accounts 	     5
	 	 4.2.	Deferral
                Election Agreement	     
                5
	 	 4.3.	Adjustments
                to Accounts	     
                7
	 	 4.4.	Commencement
                of Distribution of Sub-Account	    7
	 	 4.5.	Exceptions
                to Payment Terms	    8
	 	 4.6.	Death
                Benefit	   11
	 	 4.7.	Funding	   11


      

       

      
        
          	 5.
                  Administration	 	   11


        

      

       

      
        
          	 	 5.1.	Administration	    11
	 	 5.2.	Actions
                  of the Committee	   11
	 	 5.3.	Delegation	   
                  12
	 	 5.4.	Expenses	   12
	 	 5.5.	Reports
                  and Records	   12
	 	 5.6.	Valuation
                  of Accounts and Account Statements	   12
	 	 5.7.	Indemnification
                  and Exculpation	   12


        

      

       

      
        	 6. Beneficiary
                Designation	 	   13


      

       

      
        	 	 6.1.	Designation
                of Beneficiary	   13
	 	 6.2.	Death
                of Beneficiary	   13
	 	 6.3.	Ineffective
                Designation	   13


      

       

      
        	 7. Amendment
                and Termination	 	   13


      

       

      
        	 8. Claims
                Procedure	 	   13


      

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
        	 9. Miscellaneous	 	   14


      

       

      
        
          	 	 9.1.	Unfunded,
                  Non-ERISA Plan	   14
	 	 9.2.	Nontransferability	   14
	 	 9.3.	Successors	   14
	 	 9.4.	Severability	   14
	 	 9.5.	Applicable
                  Law	   15
	 	 9.6.	No
                  Other Agreements	   15
	 	 9.7.	Incapacity	   15
	 	 9.8.	Counterparts	   15
	 	 9.9.	Electronic
                  Media	   
                  15
	 	 9.10.	Administratively
                  Reasonable	   15
	 	 9.11.	Release	   15
	 	 9.12.	Notices	   15
	 	 9.13.	No
                  Guaranty of Board Position	   
                  16


        

      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

 

    HNI
      Corporation

    Directors
      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 Directors Deferred Compensation Plan
      (the "Plan") to comply with Section 409A of the Internal Revenue
      Code.  The Plan first became effective on August 9,
      1999.  

     

    1.2.           Purpose.  The
      purpose of the Plan is to give Outside Directors the opportunity to defer the
      fees payable to them by the Corporation to achieve their personal financial
      planning goals.

     

    1.3.           Application
      of the Plan.  The terms of the Plan, as set forth in this
      restatement, shall apply to amounts deferred under the Plan on or after January
      1, 2005, and to the payment of amounts deferred under the Plan prior to, but
      not
      yet distributed as of, January 1, 2005.   Accordingly, amounts
      deferred under the Plan prior to January 1, 2005, the effective date of Code
      Section 409A, are not intended to be grandfathered under Section
      409A.  

     

    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)

            	
              "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 the Participant,
                or, in
                the absence of such designation, the Participant's estate pursuant
                to the
                rules specified in Article 6.

            


    

    


    
      	
               

            	
              (c)

            	
              "Board
                of Directors" or "Board" means the Board of Directors of the
                Corporation.

            


    

    


    
      	
               

            	
              (d)

            	
              "Change
                in Control" means:

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    (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.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
              (e)

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

            


    

    


    
      	
               

            	
              (f)

            	
              "Committee"
                means the Committee established by the Chairman of the Board to administer
                the Plan.

            


    

    


    
      	
               

            	
              (g)

            	
              "Corporation"
                means HNI Corporation, an Iowa
                corporation.

            


    

    


    
      	
               

            	
              (h)

            	
              "Compensation,"
                of a Participant, means the Participant's annual retainer, meeting
                fees,
                and any other amounts payable to the Participant by the Corporation
                for
                services performed as an Outside Director, in cash or Stock, excluding
                any
                amounts distributable under the
                Plan.

            


    

    


    
      	
               

            	
              (i)

            	
              "Deferral
                Election Agreement" means the agreement described in Section 4.2
                and
                attached hereto as Exhibit A, 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.

            


    

    


    
      	
               

            	
              (j)

            	
              "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.

            


    

    


    
      	
               

            	
              (k)

            	
              "Enrollment
                Period" means the period designated by the Corporation during which
                a
                Deferral Election Agreement may be entered into with respect to a
                Participant'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.

            


    

    


    
      	
               

            	
              (l)

            	
              "Fair
                Market Value" means the average of the high and low transaction prices
                of
                a share of Stock 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
                appropriate.

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

            	
              (m)

            	
              "Outside
                Director" means a non-employee member of the Board of
                Directors.

            


    

    


    
      	
               

            	
              (n)

            	
              "Participant"
                means an Outside Director who has entered into a Deferral Election
                Agreement.

            


    

    


    
      	
               

            	
              (o)

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

            


    

    


    
      	
               

            	
              (p)

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

            


    

    


    
      	
               

            	
              (q)

            	
              "Separation
                from Service," of a Participant, means the Participant's cessation
                of
                services for the Corporation as an Outside Director, provided that
                the
                Corporation does not then anticipate that the Outside Director will
                perform future services for the Corporation as an Outside Director
                (or
                other independent
                contractor).  .

            


    

    


    
      	
               

            	
              (r)

            	
              "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.

            


    

    


    
      	
               

            	
              (s)

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

            


    

    


    
      	
               

            	
              (t)

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

            


    

    


    
      	
               

            	
              (u)

            	
              "Subsidiary"
                means any corporation, joint venture, partnership, unincorporated
                association or other entity in which the Corporation has a direct
                or
                indirect ownership or other equity interest and directly or indirectly
                owns or controls more than 50 percent of the total combined voting
                or
                other decision-making power.

            


    

    


    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 Outside Directors.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.2.           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 a Cash Account, Stock Account or both for a
      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 Deferral Election Agreement(s) pursuant to Section
      4.2,
      increased by earning thereon pursuant to Section 4.3(a), and adjusted to reflect
      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 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 Corporation 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 Corporation shall not accept Deferral Election
      Agreements entered into after the end of the Enrollment
      Period.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    For
      the
      Plan Year in which an individual first becomes a Director, the Committee may,
      in
      its discretion, allow the Director to enter into a Deferral Election Agreement
      within 30 days after the date on which he or she becomes a
      Director.  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 will not accept Deferral Election
      Agreements entered into after the 30-day period has elapsed.  If the
      Director 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 purposes of the exception described in this paragraph,
      the term "Plan" means 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 Outside Director 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.

    


    For
      each Deferral Election Agreement
      the Participant enters into, the Participant shall specify:

    


    (a)           The
      amount, by dollar amount or percentage, of Compensation otherwise payable to
      the
      Participant in cash to be deferred under the Plan, and the amount, by number
      of
      shares or percentage, of Compensation otherwise payable to the Participant
      in
      Stock to be deferred under the Plan;

    


    (b)           The
      manner in which the amount in (a), above, is to be allocated between the
      Participant's Cash Account and Stock Account, by dollar amount or percentage;
      provided, however, that in the case of Compensation otherwise payable to the
      Participant in Stock, the Compensation shall automatically be allocated to
      the
      Stock Account; and

    


    (c)           The
      time and manner of distribution (consistent with the requirements of Section
      4.4) of the Sub-Accounts established with respect to the Deferral Election
      Agreement.

    


    The
      Committee may from time to time
      establish a minimum amount that may be deferred by a Participant pursuant to
      this Section 4.2 for any Plan Year.

    


    Elective
      Deferrals shall be credited to
      the Participant's Cash Account or Stock Account, as the case may be, on, or
      as
      soon as administratively reasonable after, the Compensation would have been
      paid
      to the Participant had the Participant not elected to defer it under the
      Plan.

     

    In
      general, a Deferral Election
      Agreement shall become irrevocable as of the last day of the Enrollment Period
      applicable to it.  However, if a Participant incurs an "unforeseeable
      emergency," as defined in Section 4.5(d)(ii) after the Deferral Election
      Agreement otherwise becomes irrevocable, the Deferral Election Agreement shall
      be cancelled as of the date on which the Participant is determined to have
      incurred the unforeseeable emergency and no further Elective Deferrals will
      be
      made under it.

     

    4.3.           Adjustments
      to Accounts.

    


    (a)           A
      Participant's Cash Account shall be credited with earnings on a calendar monthly
      basis in an amount equal to the product of: (1) the lowest Cash Account balance
      during the month; and (2) the rate specified by the Committee for the month,
      which rate may be changed by the Committee from time to time in its discretion
      as it deems appropriate.  The interest so computed for a month shall
      be credited to the Cash Account as of the first day of the immediately
      succeeding month.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (b)           The
      Elective Deferrals allocable to a Participant's Stock Account under a Deferral
      Election Agreement shall be converted to Stock Units on the date they are
      credited to the Account.  In the case of Elective Deferrals of
      Compensation otherwise payable to the Participant in cash, the number of whole
      and fractional Stock Units so credited shall be equal to the dollar amount
      of
      the Elective Deferrals allocated to the Stock Account as of such date divided
      by
      the Fair Market Value per share of Stock on such date.  In the case of
      Elective Deferrals of Compensation otherwise payable to the Participant in
      Stock, the number of Stock Units so credited shall be equal to the number of
      shares of Stock that the Participant has elected to defer pursuant to the
      Deferral Election Agreement.  On each date on which the Corporation
      pays a cash dividend (the "dividend date"), the Stock Account shall be credited
      with an additional number of Stock Units determined by dividing the dollar
      amount that the Corporation would have paid as a dividend if the Stock Units
      held in the Participant's Stock Account as of the record date for the dividend
      were actual shares of Stock divided by the Fair Market Value of a share of
      Stock
      on the dividend date.  Appropriate adjustments in the Stock Account
      shall be made as equitably required to prevent dilution or enlargement of the
      Account from any Stock dividend, Stock split, reorganization or other such
      corporate transaction or event.

     

    4.4.           Commencement
      and Form of Distribution of Sub-Account.  As stated in Section
      4.2(c), above, as part of his or her Deferral Election Agreement, a Participant
      shall elect:  (a) the date on which distribution of the Compensation
      deferred under the Deferral Election Agreement (as adjusted pursuant to Section
      4.3) is to commence, which date may be no earlier than one year following the
      end of the Plan Year in which such Compensation would otherwise have been paid
      to the Participant; and (b) the form of distribution of such deferred
      Compensation from the available distribution forms set forth below:

     

    (a)           a
      single sum payment, or

     

    (b)           annual
      installments over a number, not to exceed 15, of years specified by the
      Participant.

     

    All
      distributions from Cash Sub-Accounts shall be paid in the form of
      cash.  All distributions from Stock Sub-Accounts shall be paid in the
      form of Stock (with each Stock Unit converted to one share of Stock at the
      time
      of distribution), except that fractional shares shall be distributed in the
      form
      of cash.

     

    If
      a
      Participant elects payment in the form of a lump sum, distribution shall be
      made
      to the Participant in a lump sum on the commencement date elected by the
      Participant.

     

    If
      the
      Participant elects payment in the form of annual installments, the initial
      installment payment shall be made on the commencement date elected by the
      Participant.  The remaining annual installment payments shall be made
      on each anniversary of the commencement date during the payment period elected
      by the Participant.  During the installment payment period, earnings
      and dividends shall be credited to the Participant's Sub-Account in the manner
      provided in Section 4.3(a) and (b).  The amount of each installment
      payment shall be equal to the balance of the Participant's Sub-Account
      immediately prior to the installment payment, multiplied by a fraction, the
      numerator of which is one, and the denominator of which is the number of
      installment payments remaining, with the last installment consisting of the
      balance of the Participant's Sub-Account.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    A
      Participant may modify an election for payment of a Sub-Account to postpone
      the
      commencement date and change the form of payment to another form permitted
      under
      the Plan.  In order to be effective, the requested modification
      must:  (a) be in writing and be submitted to the Corporation at the
      time and in the manner specified by the Committee; (b) not take effect for
      at
      least 12 months from the date on which it is submitted to the Corporation;
      (c)
      be submitted to the Corporation at least 12 months prior to then scheduled
      distribution commencement date ("original distribution date"); and (d) specify
      a
      new distribution commencement date that is no earlier than five years after
      the
      original distribution date.  For purposes hereof, if the original
      distribution date is a Plan Year rather than a specified date within a Plan
      Year, the original distribution date shall be deemed to be the first day of
      the
      Plan Year.

     

    4.5.           Exceptions
      to Payment Terms.  Notwithstanding anything in this Article 4 or a
      Participant's Deferral Election Agreement (as may be modified pursuant to the
      last paragraph of Section 4.4) to the contrary, the following terms, if
      applicable, shall apply to the payment of a Participant's
      Sub-Accounts.

    


    (a)           Separation
      from Service before Scheduled Distribution Commencement Date.  If
      a Participant has a Separation from Service for any reason, including death
      or
      disability, before the date on which distribution of a Sub-Account is scheduled
      to commence, distribution of the Sub-Account will commence within ninety (90)
      days after the date on which the Separation from Service
      occurs.  Except as specified in Article 6 and paragraph (b) of this
      Section 4.5, distribution will be made in the same form (i.e., lump sum or
      installments, and if installments, over the same period) as elected by the
      Participant in his or her Deferral Election Agreement (as may be modified
      pursuant to the last paragraph of Section 4.4).

     

    (b)           Small
      Payments.  If the aggregate value of all of a Participant's
      Sub-Accounts (and all accounts under any other plans in which he or she
      participates and which are required to be aggregated with this Plan pursuant
      to
      Code Section 409A and regulations thereunder) as of the date on which he or
      she
      has a Separation from Service does not exceed $5,000 for the calendar year
      containing the date of Separation from Service, the Sub-Accounts shall be
      distributed to the Participant
      (or his or her Beneficiary, as the case may be) in a lump sum within ninety
      (90)
      days following the Separation from Service.

     

    (c)           Delay
      in Distributions.

     

    (i)           If
      the Participant is a Specified Employee, any Plan distributions that are
      otherwise to commence on the Participant's Separation from Service shall
      commence after the Separation from Service on the date immediately following
      the
      six-month anniversary of the Separation from Service, or if earlier, on the
      date
      of the Participant's death.  In this case, the first payment following
      the period of delay required by this Section 4.5(c)(i) shall be increased by
      any
      amount that would otherwise have been payable to the Participant under the
      Plan
      during the delay period.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (ii)           The
      Corporation shall delay the distribution of any amount otherwise required to
      be
      distributed under the Plan if, and to the extent that, the Corporation
      reasonably anticipates that the Corporation's deduction with respect to such
      distribution otherwise would be limited or eliminated by application of Section
      162(m) of the Code.  In such event, (A) if any payment is delayed
      during any year on account of Code Section 162(m), then all payments that could
      be delayed on account of Code Section 162(m) during such year must also be
      delayed; (B) such delayed payments must be paid either (1) in the fidrst year
      in
      which the Corporation reasonably anticipates the payment to be deductible,
      or
      (2) the period beginning on the date of the Participant's Separation from
      Service and ending on the later of the end of the Participant's year of
      separation or the fifteenth (15th) day of the third month after such separation;
      and (C) if payment is delayed to the date of Separation from Service with
      respect to a Participant who is a Specified Employee, such payment shall
      commence after such Participant's Separation from Service on the date
      immediately following the six-month anniversary of the Separation from Service,
      or if earlier, on the date of the Participant's death.

    


    (iii)           The
      Corporation shall delay the distribution of any amount otherwise required to
      be
      distributed under the Plan if, and to the extent that, the Corporation
      reasonably anticipates that the making of the distribution would violate Federal
      securities laws or other applicable law.  In such event, the
      distribution will be made at the earliest date on which the Corporation
      reasonably anticipates that the making of the distribution will not cause such
      a
      violation.

    


    (d)           Acceleration
      of Distributions.  All or a portion of a Participant's
      Sub-Accounts shall be distributed at an earlier time and in a different form
      than specified in this Article 4:

     

    (i)           As
      may be necessary to fulfill a Qualified Domestic Relations Order or a
      certificate of divestiture (as defined in Code Section 1043(b)(2)).

     

    (ii)           If
      the Participant or Beneficiary has an unforeseeable emergency.  For
      these purposes an "unforeseeable emergency" is a severe financial hardship
      of
      the Participant resulting from an illness or accident of the Participant or
      the
      Participant's spouse, Beneficiary or dependent (as defined in Section 152(a)
      of
      the Code, without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)), loss
      of
      the Participant's property due to casualty (including the need to rebuild a
      home
      following damage to a home not otherwise covered by insurance, for example,
      not
      as a result of a natural disaster); or other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the control
      of
      the Participant.  For example, the imminent foreclosure of or eviction
      from the Participant's primary residence may constitute an unforeseeable
      emergency.  In addition, the need to pay for medical expenses,
      including non-refundable deductibles, as well as for the cost of prescription
      drug medication, may constitute an unforeseeable emergency.  Finally,
      the need to pay for funeral expenses of a spouse, Beneficiary or a dependent
      (as
      defined in Section 152(a) of the Code, without regard to Section 152(b)(1),
      (b)(2) and (d)(1)(B)) may also constitute an unforeseeable
      emergency.  Except as otherwise provided in this paragraph (d)(ii),
      the purchase of a home and the payment of college tuition are not unforeseeable
      emergencies.  Whether a Participant is faced with an unforeseeable
      emergency permitting a distribution under this paragraph (d)(ii) is to be
      determined based on the relevant facts and circumstances of each case, but,
      in
      any case a distribution on account of an unforeseeable emergency may not be
      made
      to the extent that such emergency is or may be relieved through reimbursement
      or
      compensation from insurance or otherwise, by liquidation of the Participant's
      assets, to the extent the liquidation of such assets would not cause severe
      financial hardship, or by cessation of Elective Deferrals.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Distributions
      because of an
      unforeseeable emergency must be limited to the amount reasonably necessary
      to
      satisfy the emergency need (which may include amounts necessary to pay any
      Federal, state, or local income taxes or penalties reasonably anticipated to
      result from the distribution).  Determinations of the amounts
      reasonably necessary to satisfy the emergency need must take into account any
      additional compensation that is available due to the Participant's cancellation
      of a Deferral Election Agreement due to unforeseeable emergency pursuant to
      Section 4.2.  However, the determination of amounts reasonably
      necessary to satisfy the emergency need is not required to take into account
      any
      additional compensation that due to the unforeseeable emergency is available
      under another nonqualified deferred compensation plan but has not actually
      been
      paid.

    


    (iii)           Due
      to a failure of the Plan to satisfy Section 409A with respect to the
      Participant, but only to the extent an amount is required to be included in
      the
      Participant's income as a result of such failure.

     

    (iv)           In
      the event of a Change in Control, in which case the Participant's Account shall
      be distributed to him or her in a lump sum within ninety (90) days after the
      date on which the Change in Control occurs.

    


    4.6.           Death
      Benefit.  If a Participant dies with all or a portion of his or
      her Account unpaid, the Participant's Account (or the remaining balance of
      his
      or her Account as the case may be) shall be paid to the Beneficiary designated
      in accordance with Article 6, in the form (single sum or installments) elected
      by the Participant under Sections 4.2 and 4.4, subject to Section 4.5(b) and
      Article 6, with distribution commencing to the Beneficiary within ninety (90)
      days following the date of the Participant's death.

     

    4.7.           Funding.  The
      Corporation's obligations under the Plan shall in every case be an unfunded
      and
      unsecured promise to pay.  Each Participant's or Beneficiary's rights
      under the Plan shall be no greater than those of a general, unsecured creditor
      of the Corporation.  The amount of each Participant's Account shall be
      reflected on the accounting records of the Corporation but shall not be
      construed to create, or require the creation of, a trust, custodial or escrow
      account.  No Participant shall have any right, title, or interest
      whatever in or to any investment reserves, accounts, or funds that the
      Corporation may purchase, establish, or accumulate, and no Plan provision or
      action taken pursuant to the Plan shall create or be construed to create a
      trust
      or a fiduciary relationship of any kind between the Corporation and a
      Participant or any other person.  All amounts paid under the Plan
      shall be paid in cash or Stock from the general assets of the Corporation,
      and
      the Corporation shall not be obligated under any circumstances to fund its
      financial obligations under the Plan.  The Corporation may create a
      trust to hold funds or securities to be used in payment of its obligation under
      the Plan, and may fund such trust; provided, however, that any funds contained
      therein shall remain liable to the claims of the Corporation's general
      creditors.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    5.           Administration

     

    5.1.           Administration.  The
      Plan shall be administered by the Committee.  In addition to the other
      powers granted under the Plan, the Committee shall have all powers necessary
      to
      administer the Plan, including, without limitation, powers:

    


    (a)           to
      interpret the provisions of the Plan;

    


    (b)           to
      establish and revise the method of accounting for the Plan and to maintain
      the
      Accounts; and

    


    (c)           to
      establish rules for the administration of the Plan and to prescribe any forms
      required to administer the Plan.

    


    5.2.           Actions
      of the Committee.  The Committee (including any person or entity
      to whom the Committee has delegated duties, responsibilities or authority,
      to
      the extent of such delegation) has total and complete discretionary authority
      to
      determine conclusively for all parties all questions arising in the
      administration of the Plan, to interpret and construe the terms of the Plan,
      and
      to determine all questions of eligibility and status
      of
      Participants and Beneficiaries under the Plan and their respective
      interests.  Subject to the claims procedures of Article 8, all
      determinations, interpretations, rules and decisions of the Committee (including
      those made or established by any person or entity to whom the Committee has
      delegated duties, responsibilities or authority, if made or established pursuant
      to such delegation) are conclusive and binding upon all persons having or
      claiming to have any interest or right under the Plan.

     

    5.3           Delegation.  The
      Corporation, or any officer or other employee of the Corporation, shall have
      the
      power to delegate specific duties and responsibilities to officers or other
      employees of the Corporation or other individuals or entities.  Any
      delegation may be rescinded by the Corporation at any time.  Each
      person or entity to whom a duty or responsibility has been delegated shall
      be
      responsible for the exercise of such duty or responsibility and shall not be
      responsible for any act or failure to act of any other person or
      entity.

    


    5.4.           Expenses.  The
      expenses of administering the Plan shall be borne by the
      Corporation.

     

    5.5           Reports
      and Records.  The Committee, and those to whom the Committee has
      delegated duties under the Plan, shall keep records of all their proceedings
      and
      actions and shall maintain books of account, records, and other data as shall
      be
      necessary for the proper administration of the Plan and for compliance with
      applicable law.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    5.6           Valuation
      of Accounts and Account Statements.  As of each valuation date,
      the Committee shall adjust the previous Account balances of each Participant
      for
      Elective Deferrals, distributions, and investment gains and losses.  A
      "valuation date," for these purposes, is the last day of each calendar quarter,
      and such other dates as the Committee may designate from time to time in its
      discretion.  The Committee shall provide each Participant with a
      statement of his or her Account balances on a quarterly basis.

     

    5.7.           Indemnification
      and Exculpation.  The agents, officers, directors, and employees
      of the Corporation and its Subsidiaries and the Committee shall be indemnified
      and held harmless by the Corporation against and from any and all loss, cost,
      liability, or expense that may be imposed upon or reasonably incurred by them
      in
      connection with or resulting from any claim, action, suit, or proceeding to
      which they may be a party or in which they may be involved by reason of any
      action taken or failure to act under the Plan and against and from any and
      all
      amounts paid by them in settlement (with the Corporation's written approval)
      or
      paid by them in satisfaction of a judgment in any such action, suit or
      proceeding.  The foregoing provision shall not be applicable to any
      person if the loss, cost, liability, or expense is due to such person's gross
      negligence or willful misconduct.

     

    6.           Beneficiary
      Designation

     

    6.1.           Designation
      of Beneficiary.  Each Participant shall be entitled to designate a
      Beneficiary or Beneficiaries who, upon the Participant's death, will receive
      the
      amounts that otherwise would have been paid to the Participant under the
      Plan.  All designations shall be signed by the Participant and shall
      be in a form prescribed by the Committee.  The Participant may change
      his or her designation of Beneficiary at any time, on the form prescribed by
      the
      Committee and attached hereto as Exhibit B.  The filing of a new
      Beneficiary designation form by a Participant shall automatically revoke all
      prior designations by that Participant.

     

    6.2.           Death
      of Beneficiary.  In the event that all the Beneficiaries named by
      a Participant pursuant to Section 6.1 predecease the Participant, the
      Participant's Account shall be paid to the Participant's estate in a lump sum
      as
      soon as administratively reasonable after the date of the Participant's
      death.  In the event of the death of the Beneficiary or Beneficiaries
      after the death of the Participant, the remaining amount of the Account shall
      be
      paid in a lump sum to the estate of the last surviving Beneficiary to receive
      payments as soon as administratively practicable after the death of the
      Beneficiary.

     

    6.3.           Ineffective
      Designation.  In the event the Participant does not designate a
      Beneficiary, or for any reason such designation is ineffective in whole or
      in
      part, the ineffectively designated amounts shall be paid to the Participant's
      estate in a lump sum as soon as administratively reasonable after the date
      of
      the Participant's death.

     

    7.           Amendment
      and Termination

    The
      Board of Directors has the
      authority to amend or terminate the Plan at any time.  No amendment or
      termination of the Plan shall in any manner reduce the Account balance of any
      Participant without the consent of the Participant (or if the Participant has
      died, his or her Beneficiary).  Without limiting the foregoing, the
      Board of Directors may, in its sole discretion:  (a) freeze the Plan
      by precluding any further Elective Deferrals and/or other credits, but otherwise
      maintain the balance of the provisions of the Plan; or (b) terminate the Plan
      in
      its entirety and distribute the Participant's Accounts at an earlier date and
      in
      a different form than otherwise provided under the Plan.  In order for
      any such freeze, termination or distribution to be effective, it must comply
      with the requirements of Section 409A of the Code.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    8.           Claims
      Procedure

     

    The
      Committee shall notify a
      Participant in writing within 90 days of the Participant's written application
      for benefits of the Participant's eligibility or non-eligibility for benefits
      under the Plan, provided, however, that benefit distribution shall not be
      contingent upon a Participant's application for benefits.  If the
      Committee determines that a Participant is not eligible for benefits or full
      benefits, the notice shall set forth:  (a) the specific reasons for
      such denial; (b) a specific reference to the provision of the Plan on which
      the
      denial is based; (c) a description of any additional information or material
      necessary for the Participant to perfect the claim, and a description of why
      it
      is needed; and (d) an explanation of the Plan's claims review procedure and
      other appropriate information as to the steps to be taken if the Participant
      wishes to have the claim reviewed.  If the Committee determines that
      there are special circumstances requiring additional time to make a decision,
      the Committee shall notify the Participant of the special circumstances and
      the
      date by which a decision is expected to be made, and may
      extend the time for up to an additional 90-day period.  If a
      Participant is determined by the Committee to be not eligible for benefits,
      or
      if a Participant believes that he or she is entitled to greater or different
      benefits, the Participant shall have the opportunity to have the Participant's
      claim reviewed by the Committee by filing a petition for review with the
      Committee within 60 days after receipt by the Participant of the notice issued
      by the Committee.  The petition shall state the specific reasons the
      Participant believes the Participant is entitled to benefits or greater or
      different benefits.  Within 60 days after receipt by the Committee of
      the petition, the Committee shall afford the Participant (and the Participant's
      counsel, if any) an opportunity to present the Participant's position to the
      Committee orally or in writing, and the Participant (or counsel) shall have
      the
      right to review the pertinent documents, and the Committee shall notify the
      Participant of its decision in writing within the 60-day period, stating
      specifically the basis of the decision written in a manner calculated to be
      understood by the Participant and the specific provisions of the Plan on which
      the decision is based.  If, because of the need for a hearing, the
      60-day period is not sufficient, the decision may be deferred for up to another
      60-day period at the election of the Committee, but notice of this deferral
      shall be given to the Participant.  If a Participant does not appeal
      on time, the Participant will have failed to exhaust the Plan's internal
      administrative appeal process, which is generally a prerequisite to bringing
      suit.  In the event an appeal of a denial of a claim for benefits is
      denied, any lawsuit to challenge the denial of such claim must be brought within
      one year of the date the Committee has rendered a final decision on the
      appeal.

     

    9.           Miscellaneous

     

    9.1.           Unfunded,
      Non-ERISA Plan.  The Plan is intended to be unfunded for tax
      purposes.  Since participation in the Plan is generally limited to
      non-employees, it is not subject to the Employee Retirement Income Security
      Act
      of 1974.  However, in the event a Participant should become an
      employee while participating in the Plan, the Plan shall be considered to be
      an
      unfunded plan maintained primarily to provide deferred compensation benefits
      for
      "a select group of management or highly compensated employees" within the
      meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
      ERISA,
      and therefore is intended to be exempt from the provisions of Parts 2, 3, and
      4
      of Title I of ERISA.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    9.2.           Nontransferability.  No
      benefit payable at any time under the Plan will be subject in any manner to
      alienation, sale, transfer, assignment, pledge, levy, attachment, or encumbrance
      of any kind, except with respect to a domestic relations order that the
      Committee determines to be a Qualified Domestic Relations Order.

     

    9.3.           Successors.  All
      obligations of the Corporation under the Plan shall be binding upon and inure
      to
      the benefit of any successor to the Corporation, whether the existence of such
      successor is the result of a direct or indirect purchase, merger, consolidation,
      or otherwise, of all or substantially all of the business and/or assets of
      the
      Corporation.

     

    9.4.           Severability.  In
      the event any provision of the Plan shall be held illegal or invalid for any
      reason, the illegality or invalidity shall not affect the remaining parts of
      the
      Plan, and the Plan shall be construed and enforced as if the illegal or invalid
      provision had not been included.  The Plan is intended to comply in
      form and operation with Section 409A of the Code, and shall be construed
      accordingly.  If any provision of the Plan does not conform to the
      requirements of Section 409A, such that the inclusion of the provision would
      result in loss of the
      Plan's intended tax deferral, the Plan shall be construed and enforced as if
      such provision had not been included.

     

    9.5.           Applicable
      Law.  To the extent not preempted by Federal law, the Plan shall
      be governed and construed in accordance with the laws of the state of
      Iowa.

     

    9.6.           No
      Other Agreements.  The terms and conditions set forth herein,
      together with the Deferral  Election Agreements entered into by
      Participants, constitute the entire understanding of the Corporation and the
      Participants with respect to the matters addressed herein.

     

    9.7.           Incapacity.  In
      the event that any Participant or Beneficiary is unable to care for his or
      her
      affairs because of illness or accident, any payment due may be paid to the
      Participant's or Beneficiary's spouse, parent, brother, sister or other person
      deemed by the Committee to have incurred expenses for the care of such
      Participant or Beneficiary, unless a duly qualified guardian or other legal
      representative has been appointed.

     

    9.8           Counterparts.  This
      Plan may be executed in any number of counterparts, each of which when duly
      executed by the Corporation shall be deemed to be an original, but all of which
      shall together constitute but one instrument, which may be evidenced by any
      counterpart.

     

    9.9           Electronic
      Media.  Notwithstanding anything in the Plan to the contrary, but
      subject  to the requirements of the Code or other applicable law, any
      action or communication otherwise required to be taken or made in writing by
      a
      Participant or Beneficiary or by the Corporation or the Committee shall be
      effective if accomplished by another method or methods required or made
      available by the Corporation or Committee, or their agent, with respect to
      that
      action or communication, including e-mail, telephone response systems, intranet
      systems, or the Internet.

    


    9.10           Administratively
      Reasonable.  A payment under the Plan will be deemed to be made as
      soon as administratively reasonable after a date if it is made within the same
      calendar year as such date, or, if later, by the 15th day of the third calendar
      month following such date.

    


    9.11           Release.  Any
      payment of benefits to or for the benefit of a Participant or a Participant's
      Beneficiaries that is made in good faith by the Corporation in accordance with
      the Corporation's interpretation of its obligations hereunder, shall be in
      full
      satisfaction of all claims against the Corporation or any of its Subsidiaries
      for benefits under the Plan to the extent of such payment.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    9.12           Notices.  Any
      notice permitted or required under the Plan shall be in writing and shall be
      hand-delivered or sent, postage prepaid, by first class mail, or by certified
      or
      registered mail with return receipt requested, to the Committee, if to the
      Corporation, or to the address last shown on the records of the Corporation,
      if
      to a Participant or Beneficiary.  Any such notice shall be effective
      as of the date of hand-delivery or mailing.

     

    
      9.13           No
        Guaranty of Board Position.  Nothing in the Plan shall be
        construed as guaranteeing a right to future membership on the
        Board.

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A 

    HNI
      CORPORATION

    DIRECTORS
      DEFERRED COMPENSATION PLAN

    


    DEFERRAL
      ELECTION AGREEMENT

    


    I,
      ___________________________,
      hereby elect to participate in the Directors Deferred Compensation Plan (the
      "Plan") with respect to my annual Board retainer and Committee retainer
      (collectively, "Fees") and grants or awards of stock that I may receive
      beginning January 1, 20__.

    


    1.
      Cash
      Compensation.
      I hereby elect to defer payment of the Fees which I otherwise would be entitled
      to receive in cash as follows:

     

    
      	
              Cash
                Fees to be Deferred

            
	
              Cash
                Account

            	
              Stock
                Account

            
	
              $_______
                or _____ % of my Fees

            	
              $_______
                or _____ % of my Fees

            


    

    


    2.
      Common
      Stock Compensation. I
      hereby elect to defer payment of the Fees, which I otherwise would be entitled
      to receive as common stock of the Corporation, other than compensation I elected
      to receive as Voluntary Shares under the Equity Plan, to my Stock Account as
      follows:

    


    (Choose
      One)

    ________%,
      or 

    ________
      shares per grant

    


    3.
      Payment
      Deferral.
      Please defer payment of the Fees specified in this election until the following
      date:

    


    o     
      Until the date I cease to be a Director      

    o     
      Until _____________(specify
      date), or if earlier, the date I cease to be a Director         

    


    4.
      Type
      of Payment.
      Please make payment of the Fees deferred by this election, together with all
      amounts reflected on my Account attributable there to, in accordance with
      Section 4.4 of the Plan as follows:

    


    o    
      Pay in a lump sum        

    o    
      Pay in _______
      equal annual installments (may not be more than 15)  

    


    I
      acknowledge that I have reviewed the Plan and understand that my participation
      will be subject to the terms and conditions contained in the Plan. Words and
      phrases used in this Deferral Election Agreement shall have the meaning assigned
      by the Plan.

    


    I
      acknowledge that I have been advised to consult with my own tax and estate
      planning advisors before making this election to defer in order to determine
      the
      tax effect of my participation in the Plan.

    


    Dated
      this ______ 
      day of _______________,
      20__.

    
      	 	 	 
	 	 	
            
	
               

            	
              
                                                  
              (Signature)
	 	
               

              _______________________________________________________

                                                            (Print
                or type name)

            


    

    NOTE:
      Keep one copy for your personal records. Return the original to the attention
      of: Corporate Secretary, HNI Corporation, 408 East Second Street, P.O. Box
      1109,
      Muscatine, IA 52761-0071.

      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    EXHIBIT
      B

    HNI
      CORPORATION

    DIRECTORS
      DEFERRED COMPENSATION PLAN

    


    BENEFICIARY
      DESIGNATION

    


    In
      accordance with the terms and conditions of the Directors Deferred Compensation
      Plan (the "Plan"), I hereby designate the person(s) indicated below as my
      beneficiary(ies) to receive the amounts payable under said Plan:

    


    Name(s)__________________________________________________________________________           

    Address(es)_______________________________________________________________________           

    ______________________________________________________________________         

    Social
      Security No(s) of
      Beneficiary(ies)__________________________________________________       

    Relationship(s)_____________________________________________________________________          

    Date(s)
      of
      Birth_____________________________________________________________________          

    


    In
      the
      event that the above-named beneficiary(ies) predecease(s) me, I hereby designate
      the following person(s) as beneficiary(ies):

    


    Name(s)__________________________________________________________________________           

    Address(es)_______________________________________________________________________

    _________________________________________________________________________________               

    Social
      Security No(s) of
      Beneficiary(ies)___________________________________________________       


    Relationship(s)______________________________________________________________________          

    Date(s)
      of
      Birth______________________________________________________________________          

    


    I
      hereby
      expressly revoke all prior designations of beneficiary(ies), reserve the right
      to change the beneficiary(ies) herein designated and agree that the rights
      of
      said beneficiary(ies) shall be subject to the terms of the Plan. In the event
      that there is no beneficiary living at the time of my death, I understand that
      the amounts payable under the Plan will be paid to my estate.


    
      	 
 	 
 	 
 
	Dated: _________________________________	
            	 
	 	
              
                                                     (Signature)
	 	
               

              ________________________________________________

                                                            
                (Print or type
                name)