exv10w24






Exhibit 10.24




AGREEMENT




     THIS AGREEMENT (the “Agreement”) is made and entered into by and between W.G. (Mickey)
Holliman, of 4452 Lakewood, Belden, MS 38826 (“Holliman”) and Furniture Brands International, Inc.,
of 101 South Hanley Road, Saint Louis, MO 63105 (“FBN”), on the following terms and conditions.



R
 E C I T A L S




     (a) FBN’s Board of Directors previously agreed to make certain annual payments to
Holliman, as set forth in the records of the company (the “Annual Payments”);



     (b) Holliman accepted the terms of the Annual Payments, as modified from time-to-time, which
became payable upon his retirement as an FBN employee;



     (c) The parties acknowledge that the understanding regarding the Annual Payments has not
previously been documented in a separate format and mutually agree that such documentation is
appropriate; and



     (d) FBN’s Board of Directors reconfirmed the understanding, and delegated to FBN’s senior
executive management the preparation and execution of an agreement in such a separate format on
behalf of FBN, as set forth in the minutes of a Board of Directors
meeting conducted on May 1, 2008.



          Accordingly, the parties hereby agree as follows:




     1. Purpose. The purpose of this Agreement is to document certain payments to be made
to Mr. Holliman, as previously approved by the Board of
Directors.



     2. Type of Plan. The Agreement is a non-qualified, unfunded deferred compensation
plan exempt from Title I of ERISA, under Section 409A. Because the Annual Payments were earned and
vested as of December 31, 2004, and remain unchanged, they are “grandfathered” as exempt from the
requirements of Section 409A.



     3. Amount of Annual Payments. Under this Agreement, FBN shall pay Holliman the
amount of One Million Dollars ($1,000,000.00) per year for a period of four (4) years.



     4. Annual Payments. The Annual Payments shall be made on: January 1, 2009; January
1, 2010; January 1, 2011; and January 1, 2012; provided, however, that no Annual Payment will be
made within the six month period immediately following Holliman’s separation from service to the
extent he is a specified employee, as such term is defined for purposes of the payment delay
required under Section 409A (the “Delay Period”). Payments subsequent to the Delay Period will be
made on each subsequent date as scheduled.



     5. Payment of Beneficiary/Estate. In the event Holliman becomes deceased before all
of the Annual Payments are made, any remaining payments shall be made to any beneficiary (or
beneficiaries) that he designates in writing and submits to FBN, who will receive such payments
under this Agreement. In the absence of such a designation, payments shall be made



 









 





     to Holliman’s estate, in accordance with the payment schedule that would otherwise
apply if he had survived the term of this Agreement.



     6. Vesting. FBN acknowledges and agrees that Holliman’s right to
the Annual Payments under this agreement is fully vested and non-forfeitable.



     7. Source of Funds. FBN’s obligations under this Agreement will be
satisfied from its general assets. Holliman acknowledges and agrees that the Annual
Payments are not secured by FBN, However, FBN’s Board of Directors may, in its sole
discretion, establish alternative means to secure its obligations under this Agreement.



     8. Administration. FBN’s obligations under this Agreement shall be
administered by the Human Resources Committee of its Board of Directors (the “Committee”),
including authorization to interpret and make any such other determinations under the
Agreement. FBN shall be responsible for payment of all expenses incurred by the Committee
in administration of the Agreement. Holliman acknowledges and agrees that directors who
serve as Committee members shall not be individually liable for any act or omission in
administering the Agreement, except in the event of individual willful misconduct. FBN
shall indemnify and hold harmless any director who serves as a Committee member against
any and all expenses and liabilities, including reasonable attorney fees, arising out of
their administration of the Agreement, except for such expenses and liabilities incurred
as a result of the individual Committee member’s willful misconduct.



     9. Applicable Withholding. The Annual Payments shall be subject to and
reduced by FBN’s withholding obligations required to satisfy applicable Federal, state,
and local taxes, or any other applicable legal withholding requirements.



     10. Non-Assignment of Benefits. The Annual Payments provided under this
Agreement may not be assigned by Holliman to any third party except as provided under
paragraph 5.



     11. Enforcement. FBN shall be responsible to reimburse Holliman for
reasonable attorneys’ fees and costs incurred in the enforcement of any breach committed
by FBN of its obligations under this Agreement, unless such action is deemed frivolous by
a court of competent jurisdiction.



     12. Governing Law. This Agreement shall be governed by the laws of
the State of Missouri.



	 	 	 	 	 	 	 
	Dated: June 23, 2008

	 	By:
	 	/s/ W.G. HOLLIMAN
 

W.G. HOLLIMAN
	 	 
	 
	 	 	 	 	 	 
	 	 	FURNITURE BRANDS INTERNATIONAL, INC. 	 	 
	 
	 	 	 	 	 	 
	Dated: June 23, 2008

	 	By:

Its:
	 	/s/ Dennis Harrish
 

Dennis Harrish Director Compensation