FOURTH AMENDMENT TO SECOND AMENDED
                     AND RESTATED REVOLVING CREDIT AGREEMENT


         This FOURTH  AMENDMENT TO SECOND AMENDED AND RESTATED  REVOLVING CREDIT
FACILITY  dated as of  February  24,  1998 (the  "Fourth  Amendment")  is by and
between

         STANLEY   FURNITURE   COMPANY,   INC.,  a  Delaware   corporation  (the
"Borrower"); and

         NATIONAL  BANK OF CANADA,  a Canadian  chartered  bank (the "Lender" or
"NBC").


RECITALS
--------

         A. National Canada Finance Corp., a Delaware corporation ("NCFC"),  and
the Lender made a certain credit facility  available to the Borrower pursuant to
the terms and  conditions  contained in that certain Second Amended and Restated
Revolving  Credit  Agreement  dated as of February 15, 1994 among the  Borrower,
NCFC and the  Lender,  as amended by a First  Amendment  to Second  Amended  and
Restated  Credit  Agreement  dated as of August 21, 1995, a Second  Amendment to
Second Amended and Restated Credit  Agreement dated as of October 14, 1996 and a
Third Amendment to Second Amended and Restated  Revolving  Credit Facility dated
as of June 24, 1997 (as amended, the "Loan Agreement").

         B. The  Lender  has been  assigned  the  rights of NCFC  under the Loan
Agreement  and  the  documents  related  thereto  pursuant  to the  terms  of an
Agreement and Transfer Agreement.

         C. The Borrower has requested  that the Lender make certain  changes to
the Loan Agreement.

         D. The Lender has agreed to make these changes to the Loan Agreement as
set forth herein.

         NOW, THEREFORE, the Borrower and the Lender hereby agree as follows:

         A.       The Loan Agreement is amended as follows:

                  1. A definition for "Funded  Indebtedness" is added to Section
1.01 in correct alphabetical order to read as follows:

                  "Funded Indebtedness" means Indebtedness excluding the maximum
         amount  of all  letters  of  credit  issued  or  acceptance  facilities
         established for the account of any Person and, without duplication, all
         drafts drawn thereunder."


                  2. Section 8.01(h) is amended to read as follows:

                  "(h) Leverage Ratio.  The Borrower will not at any time have a
ratio of (i) Funded  Indebtedness to (ii) Total  Capitalization in excess of .55
to 1.0;".

         B. The Borrower represents and warrants that, as of the date hereof, it
is not in default of the terms of the Loan Agreement,  as amended hereby, or any
of the  other  documents  executed  between  the  Borrower  and  the  Lender  in
connection therewith.

         C. This Fourth Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original.

         D. This Fourth  Amendment and the Loan  Agreement,  as amended  hereby,
shall be  deemed to be  contracts  made  under,  and for all  purposes  shall be
construed in accordance with the laws of the State of North Carolina.



<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto have  executed or caused this
instrument to be executed under seal as of the day and year first above written.


                                       STANLEY FURNITURE COMPANY, INC.
ATTEST

By/s/R. Gary Armbrister                By/s/Douglas I. Payne

Title   Asst. Sec & Treas              Title Senior VP - Finance & Adm

         (Corporate Seal)



                                       NATIONAL BANK OF CANADA


                                       By/s/Charles Collie

                                       Title VP & Manager


                                       By/s/Alex Councial

                                       Title Vice President