Exhibit 10(e)





                      FURNITURE BRANDS INTERNATIONAL, INC.
                   RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS


     1. Purpose. The purpose of this Restricted Stock Plan for Outside Directors
(the "Plan") is to attract and retain the best qualified individuals to serve on
the Board of Directors  (the "Board") of Furniture  Brands  International,  Inc.
(the "Company") and to align their compensation as members of the Board with the
interests of the stockholders of the Company by partially compensating them with
shares of the common stock of the Company  ("Shares")  which are  restricted  in
accordance with the terms and conditions of this Plan.

     2.  Eligibility.  Any  member of the Board  who is not an  employee  of the
Company or any  subsidiary  of the  Company  (an  "Outside  Director")  shall be
eligible to participate in the Plan.

     3.  Grants of  Shares.  Each  Outside  Director  who is  elected  at or who
continues in office  after the meeting of the Board held on July 29,  1997,  and
each Outside  Director  who is elected at or who  continues in office after each
annual  meeting of the  stockholders  of the Company  held after July 29,  1997,
shall receive  Shares with a value of $25,000,  determined as of the date of the
purchase of such Shares,  or in such other  amounts as the Board shall from time
to time determine;  provided  however,  that should the Outside Director fail to
serve  until  the next  annual  meeting  of  stockholders  the  shares  shall be
forfeited by such  Outside  Director.  At the end of one year after  grant,  the
Outside  Director  shall be entitled  to  ownership  rights of the  Shares,  but
vesting and payment shall be deferred pursuant to the provisions of this Plan.

     4. Custody of Shares. During the term of the Outside Director's tenure, the
Shares  shall be held in an  uncertificated  account by the  Company's  transfer
agent in the name of each Outside Director. Any dividends declared on the common
stock of the Company shall be likewise held in the uncertificated account by the
Company's transfer agent in the name of each Outside Director, and shall be used
to purchase  additional shares of common stock,  which said shares shall be held
in the  sub-account.  All  shares  held  under  this Plan  shall be voted by the
Company's transfer agent pursuant to instructions received from the Company.

     5. Payment of Awards.  Provided that the other terms and conditions of this
Plan  have  been  fulfilled,  on the date the  Outside  Director  ceases to be a
director of the Company the Shares will be distributed  to the Outside  Director
free and clear of any of the restrictions set forth in this Plan, and the Shares
will  become the sole  property  of such  Outside  Director.  At that time,  the
Company will report as ordinary income to the Outside Director the amount of the
fair market value of the stock on the date of distribution.

     6. Amendment and Termination. This Plan may be amended or terminated by the
Board at any time, provided, however, that the Plan may not be amended more than
once every six (6)  months,  other  than to  conform to changes in the  Internal
Revenue Code of 1986, the Employee  Retirement  Income  Security Act of 1974, or
the rules thereunder.

     7.  Miscellaneous.  (a) Nothing  contained  herein shall entitle an Outside
Director to continue in office nor limit the authority of the Board to recommend
that any Outside Director not be re-elected to the Board.

     (b) The Shares may not be sold,  transferred,  assigned or alienated during
the  term  of the  Outside  Director's  tenure.  Subject  to the  provisions  of
Subsection  (d) of this section,  the payment of Shares to the Outside  Director
hereunder shall be made from assets which shall continue for all purposes, to be
a part of the general,  unrestricted assets of the Company; no person shall have
any interest in any such assets by virtue of the  provisions  of this Plan.  The
Company's obligation hereunder shall be an unfunded and unsecured promise to pay
money in the  future.  To the extent  that any  person  acquires a right to seek
payment from the Company  under the  provisions  hereof,  such right shall be no
greater than the right of any unsecured general creditor of the Company; no such
person shall have nor acquire any legal or equitable right, interest or claim in
or to any property or assets of the Company.

     (c) Notwithstanding the preceding  subsection,  each Outside Director shall
have the  right to  designate  beneficiaries  who are to  succeed  to his or her
Shares. The beneficiary of said Shares may, with the consent of the Company,  be
designated in the name of a personal revocable trust established by such Outside
Director;  provided however, that all of the terms of this Plan shall be binding
upon the trustee of any such trust.

     (d) An Outside  Director may elect to recognize  income for federal  income
tax purposes at the time the Shares are first  awarded  pursuant to Section 3(a)
above,   by  filing  an  appropriate   election  form  in  accordance  with  the
requirements of Section 83(b) of the Internal  Revenue Code of 1986, as amended,
and the regulations  thereunder.  Notwithstanding any provisions of this Plan to
the contrary, upon the filing of such an election and the completion of one year
of service, said Shares shall vest for tax purposes,  but shall in any event not
be transferable until the Outside Director shall cease to be a director.

     (e) The Plan shall be construed and  administered  in  accordance  with the
laws of the State of Missouri.




By Authority of the
Furniture Brands International, Inc.
Board of Directors

July 29, 1997