Filed by Bowne Pure Compliance





Exhibit 10.23




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 later of
the date of the start of the performance period and the date the performance criteria are
established through the date the Participant files his or her Election of Deferral/Distribution and
(2) the compensation is not substantially certain to be paid and is not readily ascertainable as of
such date, the Committee may permit a Participant to file an Election of Deferral/Distribution with
respect to Performance-Based Compensation up until the date that is six months before the end of
the performance period.”


 












 






4. The following is added to the end of Section 4.1(e):



“Notwithstanding the foregoing, a Participant who was previously a Participant in the Plan shall be
treated as first becoming eligible to participate in the Plan upon the first date following either
(i) the date the Participant has been paid all amounts under this Plan (and all other plans
aggregated with the Plan for 409A purposes), provided that on or before such last payment the
Participant was not eligible to participate in the Plan (and all other plans aggregated with the
Plan for 409A purposes) for periods after such last payment, (ii) twenty-four months following the
last date the Participant was last eligible to participate in the Plan (and all other plans
aggregated with the Plan for 409A purposes), or (iii) a hardship distribution made pursuant to
Section 6.7.”




5. A new Section 4.4 is added as follows:




“4.4 Cancellation of deferral elections following a Hardship Distribution.



Notwithstanding any provision in the Plan to the contrary, a Participant may choose to cancel
any otherwise applicable deferral election made pursuant to this Article 4 following a hardship
distribution made pursuant to Section 6.7”



6. The first sentence of Section 6.1(d) is deleted in its entirety and replaced with the
following:



“Notwithstanding Sections 6.1(a) and (b), payment of benefits by reason of separation from service
shall not be made or commence prior to the date which is 6 months after the date of a Participant’s
separation from service (for any reason other than death or Disability) in the case of a
Participant who is determined to be a Specified Employee.”



7. The third sentence of Section 6.7 is deleted in its entirety and replaced with the
following:



“In determining such amount, the Committee shall consider amounts available to the Participant
through insurance or otherwise, through cancellation of deferral elections under this Plan, and/or
liquidations of the Participant’s assets.”



IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by a duly
authorized individual this 30th day of December, 2008.



	 	 	 	 	 
	 	FURNITURE BRANDS INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Cathy Beisel
 	 
	 	 	Title: Director- Employee Benefits 	 




 


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