exv10w2






Exhibit 10.2




SECOND AMENDMENT TO THE

FURNITURE BRANDS

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




          WHEREAS, Furniture Brands International, Inc. (“Company”) previously adopted the
Furniture Brands Supplemental Executive Retirement Plan (Plan”); and




          WHEREAS, the Company reserved the right to amend the Plan pursuant to Section 7.1
therein; and




          WHEREAS, the Company desires to amend the Plan in order to comply with certain requirements
under Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other
guidance issued thereunder.




          NOW, THEREFORE, effective January 1, 2005, the Plan is amended as follows:




          1. A new Section 1.15 is added as follows;




          “1.15 “Specified Employee” means any individual that the 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,”




          2. The following is added to the end of Section 5.3




“Notwithstanding anything in this Plan to the contrary, in no event will disability benefits
commence under either Section 5.1 or 5.2 of this Plan unless, as of the date of commencement of
such benefits, the participant is disabled within the meaning of Section 409A of the Code.”




          3. Section 6.1 is deleted in its entirety and replaced with the following:



“6.1 Benefits payable in accordance with Section III, IV, and V of this Plan will be payable
monthly, and will be made or commence, as appropriate, (1) on the first day of the month following
the date on which the Participant ceases to be an employee of the Company for benefits payable
under Section III, (2) on the first day of the month following the date of the Participant’s death
for benefits payable under Section IV, or (3) on the first day of the month following the date of
the Participant becomes totally disabled for benefits payable under Section V. Notwithstanding the
foregoing, if a Participant is determined to be a Specified Employee on the date the Participant
retires or otherwise separates from service within the meaning of Section 409A of the Code,
payment(s) under Section III shall not be made or begin, as applicable, until the first payroll
date that is more than six months following the date of retirement or other separation from service
to the extent required to avoid adverse tax consequences under Section 409A of the Code. All
amounts that would have been paid during this six month period but for this Section 6.1 shall
instead be paid on the earlier of the Participant’s death of the first payroll


 









 






date that is more than six months following the date of retirement or other
separation from service.”




          4. A new Section 6.3 is added as follows:



“6.3 Transitional Election. Notwithstanding the foregoing, a Participant shall make an
irrevocable election among forms of benefits available under this Plan during 2008. Such
election must be made by December 31, 2008 and shall apply only to amounts that would not
otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would not
otherwise be payable in 2008. In the event a Participant elects a joint and survivor annuity
distribution option and the beneficiary dies before commencement of benefits pursuant to
Section 6.1, benefits shall be paid in a single life annuity.”




          IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
a duly authorized officer this 24th day of December,
2008.




	 	 	 	 	 
	 	FURNITURE BRANDS INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Beth Sweetman
 	 
	 	 	Title: SVP — Human Resources