EXHIBIT
10(s)


EMPLOYMENT
AGREEMENT


This Employment Agreement is made and entered into as
of September 6, 2005 (the “Effective Date”) by and between Thomasville
Furniture Industries, Inc., a North Carolina corporation (“Thomasville”) and
Nancy W. Webster (“Webster”).


WHEREAS, Webster is now employed
by Thomasville in a senior management executive position; and


WHEREAS, it is in the best
interests of Thomasville to assure that it will have Webster’s continued
dedication;


NOW THEREFORE, for good and
valuable consideration and in order to induce Webster to remain in the employ
of Thomasville, the parties covenant and agree as follows:


1.             Definitions.  The following terms shall have the
following meanings for purposes of this Agreement.


a.             “Cause” means (i)
an act or acts of personal dishonesty taken by Webster and intended to result
in Webster’s substantial personal enrichment at the expense of Thomasville,
(ii) violations by Webster of this Agreement or of her employment obligations
to Thomasville which are demonstrably willful on her part and which are not
remedied within a reasonable period of time after receipt of written notice
from Thomasville, or (iii) Webster’s conviction of a felony involving moral
turpitude.


b.             “Disability”
means the incapacity to attend to and perform effectively one’s duties and
responsibilities which continues for at least 26 weeks after its commencement,
as determined by a physician selected by Thomasville.


c.             “Employment Period”
that period beginning on the Effective Date and ending upon Webster’s
retirement or earlier termination of employment.


2.             Employment.  Thomasville agrees to employ Webster, and
Webster agrees to serve Thomasville in an executive, managerial and supervisory
capacity, subject to the direction and control of the Board of Directors of
Thomasville and of Furniture Brands International, all upon the terms and
conditions hereinafter set forth.  During
the Employment Period:


a.             Webster’s position
(including, without limitation, status, offices, titles and reporting requirements),
authority, duties and responsibilities shall be at least commensurate in all
material respects with the most significant of those held,











exercised and assigned at
any time during the 90-day period immediately following the Effective Date,


b.             Webster’s services
shall be performed at the location where she is employed on the Effective Date,
or at any office or location not more than thirty-five (35) miles from such
location,


c.             Webster shall
continue to receive an annual base salary at least equal to the annual base
salary payable to her by Thomasville on the Effective Date (“Base Salary”),


d.             Webster shall
continue to have an annual cash bonus potential, either pursuant to the
Thomasville Executive Incentive Plan in effect on the Effective Date or
pursuant to a similar incentive compensation plan of Thomasville, at least
equal to the level in existence on the Effective Date (“Annual Bonus”), and


e.             Webster shall be
entitled to participate in all incentive, savings and retirement plans,
practices, policies and programs applicable to other key executive employees of
Thomasville (“Benefit Plans”).


The
failure of Thomasville, without Webster’s consent, to comply with the terms and
conditions of employment as set forth in this Section 2 shall constitute “Good
Reason” for the termination by Webster of her employment with Thomasville.


3.             Best
Efforts.  Webster agrees during the
Employment Period to devote her best efforts and substantially all of her
business time and attention to the business of Thomasville, it being agreed
that she will have complied with this obligation if she devotes to the business
of Thomasville her same best efforts and the same time and attention to the
business of Thomasville that she has devoted to the business of Thomasville during
the 90-day period immediately following the Effective Date.  Webster agrees that she will perform such
other executive duties for Thomasville and for Thomasville’s subsidiaries
relating to its business as the Board of Directors of Thomasville may reasonably
direct.


4.             Term.  Subject to the provisions of this Section 4
of this Agreement, either party shall have the right to terminate the
Employment Period at any time.  If
Thomasville terminates Webster’s employment, other than for Cause or as a
result of his death or Disability, or if Webster terminates her employment with
Thomasville for Good Reason, then Thomasville will, for a period of one year
after the termination date (or, if shorter, until Webster reaches “Normal
Retirement Age” (as such concept is used in the primary retirement plan in
which Webster is a participant on the Effective Date)) but in any event through
at least September 6, 2007, (i) pay to Webster as and when normally payable her
Base Salary as in effect on the date of termination and an amount equal to the
average Annual Bonus received by her for the past three years prior to
termination, or since the commencement of her employment with Thomasville,
whichever period is the shorter (or a pro-rated portion of such average Annual
Bonus),











and
(ii) subject to program eligibility requirements and continuation of programs
by Thomasville, continue her participation in the Benefit Plans in which she
was participating on the date of termination of employment.


5.             Non-Competition.  During the period commencing on the Effective
Date and while employed by Thomasville, and for a period of one year after
termination of employment, Webster shall not, without the prior written consent
of Thomasville, directly or indirectly, own, control, finance, manage, operate,
join or participate in the ownership, control, financing, management or
operation of, or be connected as an employee, consultant or in any other
capacity with, any business engaged in the manufacture or distribution of
residential furniture in the United States. 
Nothing in this Section 5 shall, however, restrict Webster from making
investments in other ventures which are not competitive with Thomasville, or
restrict her from owning less than one percent (1%) of the outstanding
securities of companies listed on a national stock exchange or actively traded
in the “over-the-counter” market.  In
addition, if Thomasville terminates the Employment Period (other than for
Cause) and Webster elects to forego the payments called for in Section 4
hereof, the provisions of this Section 5 shall not apply.  Should any of the terms of this Section 5 be
found to be unenforceable because they are over-broad in any respects then they
shall be deemed amended to the extent, and only to the extent, necessary to
render them enforceable.  Both parties
stipulate that money damages would be inadequate to compensate for any breaches
of the terms of this Section 5, and that such terms shall be enforceable
through appropriate equitable relief, without the necessity of proving actual
damages and to an equitable accounting of all earnings, profits, and other
benefits arising from such violation, which rights shall be cumulative and in
addition to any other rights and remedies to which Thomasville may be entitled.


6.             Confidentiality.  During the Employment Period and at all times
thereafter, Webster shall maintain the confidentiality of, and shall not
disclose to any person (except as her duties as an employee of Thomasville may
require) any non-public information concerning Thomasville or its business.


7.             Miscellaneous.  This Employment Agreement shall be binding
upon and shall inure to the benefit of Webster’s heirs, executors,
administrators and legal representatives, and shall be binding upon and inure
to the benefit of Thomasville and its successors and assigns.  This Agreement shall supersede and stand in
place of any and all other agreements between Webster and Thomasville regarding
severance pay and/or any and all severance pay benefits pursuant to any plan or
practice of Thomasville.  This Employment
Agreement shall take effect as of the day and year first above set forth, and
its validity, interpretation, construction and performance shall be governed by
the laws of the State of North Carolina.


8.             Indemnification.  In the event that either party hereto is
required to pursue litigation against the other party to enforce her or its
rights hereunder, the prevailing party in any such litigation shall be entitled
to reimbursement of the costs and expenses of such litigation, including
attorney’s fees.











9.             Waivers.  In consideration of the undertakings of
Thomasville set forth in this Agreement, Webster hereby irrevocably waives and
forever releases any and all claims and causes of action of any nature
whatsoever that she has or may have against Thomasville or any of its officers,
directors, employees or agents arising out of the negotiation, execution,
delivery or terms of this Agreement, including, without limitation, any claims
arising under the Age Discrimination in Employment Act, 29 U.S.C. §21 et seq.,
and any state or local law relating to age discrimination.


10.          Entire
Agreement.  This Agreement contains
the entire agreement of the parties with respect to its subject matter, and no
waiver, modification or change of any of its provisions shall be valid unless
in writing and signed by the party against whom such claimed waiver,
modification or change is sought to be enforced. Notwithstanding the foregoing,
the terms of the letter of July 13, 2005 from W.G. (Mickey) Holliman to Webster
setting forth Webster’s terms of employment are incorporated herein by this
reference.


IN WITNESS WHEREOF, the parties
hereto have each executed this Agreement the date set forth below.


	
   

  	
  THOMASVILLE FURNITURE

  
	
   

  	
  INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Domonic P. Dascoli

  	
   

  
	
   

  	
   

  	
  Vice-President

  	
   

  
	
   

  	
   

  
	
  Agreed
  to and Approved:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  FURNITURE
  BRANDS

  	
  NANCY W. WEBSTER

  	
   

  	
   

  
	
  INTERNATIONAL,
  INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ W. G. Holliman

  	
   

  	
  By:

  	
    /s/ Nancy W. Webster

  	
   

  
	
   

  	
  Chairman of the
  Board