Directors Deferred Compensation Plan

                                                                                EXHIBIT
    10.6
    


     

    


     

    


     

    
 

     

    


     

    


     

    


     

    


     

    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	      5


    

     

    
      
        	 3.
                Eligibility and Participation	 	     5


      

    

     

    
      
        	 	 3.1.	Eligibility	     5
	 	 3.2.  	Missing
                Persons	     5


      

    

     

    
      	 4.
              Establishment and Entries to Accounts	 	     5


    

     

    
      	 	 4.1.  	Accounts 	     5
	 	 4.2.	Deferral
              Election Agreement	     
              6
	 	 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	 	   12


    

     

    
      	 	 6.1.	Designation
              of Beneficiary	   12
	 	 6.2.	Death
              of Beneficiary	   13
	 	 6.3.	Ineffective
              Designation	   13


    

     

    
      	 7. Amendment
              and Termination	 	   13


    

     

    
      	 8. Claims
              Procedure	 	   13


    

     

    
      	 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	   
                15


      

    

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (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. 

    


    
      	(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.

            


    

    


    
      	(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) or an
                employee.
                In the event a Participant becomes an employee while participating
                in the
                Plan, "Separation from Service," with respect to that Participant,
                means
                the
                Participant's separation from service with the Corporation and all
                of its
                affiliates, within the meaning of Section 409A(a)(2)(A)(i) of the
                Code and
                the regulations thereunder.
                Solely for these purposes, a Participant will be considered to have
                a
                Separation from Service when the Participant dies, retires, or otherwise
                has a termination of employment with all affiliates. The employment
                relationship is treated as continuing intact while the Participant
                is on
                military leave, sick leave, or other bona fide leave of absence (such
                as
                temporary employment by the government) if the period of such leave
                does
                not exceed six months, or if longer, so long as the individual's
                rights to
                reemployment with the Corporation or any affiliate is provided either
                by
                statute or by contract. If the period of leave exceeds six months
                and the
                individual's right to reemployment is not provided either by statute
                or
                contract, the employment relationship is deemed to terminate on the
                first
                date immediately following such six-month period. Whether a termination
                of
                employment has occurred is based on the facts and
                circumstances.

            


    

    


    
      	(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.

     

    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.

     

    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.

     

    (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, or as soon as administratively reasonable
      after, 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, or as soon as administratively reasonable
      after, the commencement date elected by the Participant. The remaining annual
      installment payments shall be made on, or as soon as administratively reasonable
      after, 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.

     

    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 as soon as
      administratively reasonable 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 as of the date on which
      he or she has a Separation from Service is $5,000 or less, the Sub-Accounts
      shall be distributed to the Participant (or his or her Beneficiary, as the
      case
      may be) in a lump sum as soon as administratively reasonable 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 as
      soon
      as administratively reasonable after the six-month anniversary of the
      Participant's Separation from Service, or if earlier, 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.

    


    (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, the distribution will be made at the earliest
      date on which the Corporation reasonably anticipates that the deduction of
      the
      distribution will not be limited or eliminated by Section 162(m) of the
      Code.

    


    (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
      or
      Beneficiary resulting from an illness or accident of the Participant or
      Beneficiary, the Participant's or Beneficiary's spouse, or the Participant's
      or
      Beneficiary's dependent (as defined in Section 152(a) of the Code), loss of
      the
      Participant's or Beneficiary'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 or Beneficiary. For example, the imminent
      foreclosure of or eviction from the Participant's or Beneficiary'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 or a
      dependent (as defined in Section 152(a) of the Code) 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 or Beneficiary 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.

    


    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.

    


    (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 as soon as administratively reasonable
      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 as soon as administratively
      reasonable 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.

     

    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.

     

    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 the form prescribed by the Committee and
      attached hereto as Exhibit B. The Participant may change his or her designation
      of Beneficiary at any time, on a form prescribed by the Committee. 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.

     

    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.

     

    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.

     

    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.

     

    (The
      Plan, as restated hereinabove, was adopted by the Board on August 8,
      2006.)

     

    


    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    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)