SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

   (Mark one)

(X)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF EXCHANGE ACT OF 1934 For the
   fiscal year ended December 31, 2001 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the transition period from____________________to__________________

Commission file number I-91
                       ----

                      Furniture Brands International, Inc.
--------------------------------------------------------------------------------
             (Exact Name of registrant as specified in its charter)


              Delaware                                   43-0337683
--------------------------------------          --------------------------------
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                        Identification No.)


101 South Hanley Road, St. Louis, Missouri                   63105
-------------------------------------------     --------------------------------
 (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code        (314) 863-1100
--------------------------------------------------   ---------------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                   Name of each exchange on
       Title of each class                             which registered
--------------------------------------     -------------------------------------
  Common Stock - $1.00 Stated Value                 New York Stock Exchange
 with Preferred Stock Purchase Rights
---------------------------------------------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:


                                      None
--------------------------------------------------------------------------------
                                (Title of Class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  12 months,  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X   No
                                      ---    ----

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K ( )

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant as of February 28, 2002, was approximately $2,102,683,068.


<PAGE>

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date.

                    56,277,066 shares as of February 28, 2002

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of Definitive Proxy Statement for Annual Meeting
   of Stockholders on April 25, 2002......................   Part III


<PAGE>


                                     PART I
                                     ------

Item 1.  Business


(a)  General Development of Business

On December 28, 2001 the Company  purchased  substantially  all of the assets of
Henredon  Furniture  Industries,  Inc.,  Drexel Heritage  Furnishings,  Inc. and
Maitland-Smith,  Inc.  (collectively  "HDM  Furniture  Industries,  Inc.")  from
LifeStyle Furnishings International, Inc.

(c)  Narrative Description of Business

The Company,  the largest  manufacturer  of residential  furniture in the United
States, markets its products through its four operating  subsidiaries:  Broyhill
Furniture  Industries,   Inc.;  Lane  Furniture  Industries,  Inc.;  Thomasville
Furniture Industries, Inc., and HDM Furniture Industries, Inc.

PRODUCTS

The Company manufactures and distributes (i) case goods,  consisting of bedroom,
dining room and living room  furniture,  (ii)  stationary  upholstery  products,
consisting  of  sofas,  loveseats,   sectionals  and  chairs,  (iii)  occasional
furniture,  consisting of wood tables, accent pieces, home entertainment centers
and home office furniture, (iv) recliners, motion furniture and sleep sofas, and
(v)  accessories.  The  Company's  brand name  positioning  by price and product
category is shown below.
<TABLE>
<CAPTION>


                                                                            UPHOLSTERY
                                                                ---------------------------------
PRICE                                                                            RECLINER/
CATEGORY                CASE GOODS         OCCASIONAL          STATIONARY        MOTION         ACCESSORIES
--------                ----------         ----------          ----------        ---------      -----------

<S>                       <C>                  <C>                <C>             <C>               <C>
PREMIUM                 Henredon           Drexel  Heritage    Henredon          Drexel         Maitland-Smith
                        Drexel  Heritage   Maitland-Smith      Maitland-Smith     Heritage
                        Hickory Chair      Hickory Chair       Hickory Chair
                                                               Pearson

BEST                    Thomasville        Thomasville         Thomasville       Thomasville
                        HBF                                    HBF

BETTER                  Lane               Lane                Lane              Lane
                        Broyhill           Broyhill            Broyhill          Broyhill

GOOD                    Broyhill           Broyhill            Broyhill          Broyhill
                                                                                 Lane

PROMOTIONAL             Founders

RTA                     Creative
                         Interiors


</TABLE>



BROYHILL FURNITURE INDUSTRIES

Broyhill produces collections of medium-priced  bedroom,  dining room and living
area  furniture  aimed at  middle-income  consumers.  Broyhill's  wood furniture
offerings consist of bedroom, dining room and living room furniture,  occasional
tables,  accent items,  free-standing home entertainment centers and home office
furniture.   Upholstered   products  include  sofas,  sleep  sofas,   loveseats,
sectionals,  chairs,  and fully reclining  furniture all offered in a variety of
fabrics and leathers.  Broyhill's residential furniture divisions produce a wide
range  of  furnishings  in  country,  traditional,  European,  contemporary  and
lifestyle designs.

The  widely  recognized   Broyhill  trademarks  include  Broyhill  and  Broyhill
Indulgence.  The flagship Broyhill product line concentrates on bedroom,  dining
room,  upholstered and occasional furniture designed for the "good" and "better"
price  categories.  The  Broyhill  Indulgence  product  line enjoys an excellent
reputation  for highly  styled,  case  goods  collections  in the  "best"  price
category.

LANE FURNITURE INDUSTRIES

Lane manufactures and markets a broad range of high quality furniture  targeting
the "good" and "better"  price  categories.  Lane targets niche markets with its
three operating divisions, which participate in such segments of the residential
furniture market as motion furniture, wicker and rattan, and cedar chests.

Lane's upholstery division  manufactures and markets reclining chairs and motion
furniture in the "good" and "better" price categories under the Lane brand name.
Motion  furniture  consists of sofas and loveseats  with  recliner-style  moving
parts and comfort  features,  wall saver recliners,  pad-over chaise  recliners,
hi-leg recliners, sleep sofas and motion sectionals.  Royal Development Company,
a division  of Lane,  designs and  manufactures  the  mechanisms  used in Lane's
reclining  furniture  products.   The  Lane  Leather  collection  represents  an
important  source of growth for Lane's  upholstery  division,  as leather is the
fastest-growing category in upholstered furniture. The collection, priced in the
"better" category comes in three styles - American ranch,  American  traditional
and urban contemporary.

Lane's wood furniture  division markets cedar chests,  living room,  bedroom and
dining room furniture, wall systems, desks, console tables and mirrors and other
occasional wood pieces.  Lane furniture is sold in the "good" and "better" price
categories.

Laneventure  manufactures and markets moderately priced wicker,  rattan, bamboo,
exposed  aluminum and teak  furniture,  tables,  occasional  wood pieces and two
lines of upholstered furniture. One line is comprised of contemporary and modern
upholstered furniture and metal and glass occasional and dining room tables, and
the  other  which is  comprised  of  traditional  and  contemporary  upholstered
furniture,  primarily sofas,  loveseats,  chairs and ottomans.  Laneventure also
manufactures  outdoor and patio  furniture  featuring  fast  drying  upholstered
cushions under the name WeatherMaster,  which has developed significant consumer
acceptance.

THOMASVILLE FURNITURE INDUSTRIES

Thomasville  manufactures and markets wood furniture,  upholstered  products and
promotional/RTA furniture.  Thomasville markets its products primarily under the
Thomasville brand name.  Thomasville offers an assortment of upholstery and wood
furniture  under  one  brand  name  that  targets  the  "best"  price  category.
Upholstery is primarily  marketed in three major styles:  traditional,  American
traditional/country  and  casual/lifestyle  contemporary.  Upholstery  style  is
determined  by both frame style and fabric or leather  selection.  Thomasville's
frame assortment  allows the consumer to select from a wide variety of different
styles  within  the  general  style  categories,  and  as  much  as  45%  of the
Thomasville  fabric and leather offering changes in a 12 month period,  insuring
that the latest colors and textures are  available.  Wood furniture is primarily
marketed  in four major  styles:  American  traditional/country,  18th  century,
European traditional and casual contemporary.

Hickory  Chair  manufactures  and  markets  traditional  styles  of  upholstered
furniture,  dining  room  collections  and  occasional  tables in the "best" and
"premium"  price  categories.  The Hickory Chair division has been crafting fine
reproductions of 18th century furniture for over 80 years. For example,  Hickory
Chair offers the James River  collection  which features  reproductions  of fine
furnishings from Virginia  plantations,  and the Mount Vernon collection,  which
features  reproductions from George  Washington's home. In October 2000, Hickory
Chair  introduced its Thomas  O'Brien  collection,  which  includes  upholstery,
chairs,  tables,  beds and  cabinetry in O'Brien's  acclaimed  "warm  modernist"
style.  Hickory Chair also introduced Grand Vista, a collection of larger scale,
casual reproductions from the Museum of Santa Fe and William Poole, a collection
of case goods and upholstery.

Pearson has been  manufacturing and selling  contemporary and traditional styles
of finely tailored upholstered furniture including sofas, loveseats,  chairs and
ottomans  for over 50 years.  Pearson  furniture  sells in the  "premium"  price
category and is distributed to high-end furniture stores and interior designers.

HBF manufactures and sells a line of office furniture, including chairs, tables,
conference tables, desks and credenzas, in the upper-middle price range.

Highland  House  manufactures  upholstered  products in the  "better" and "best"
price categories. Recent introductions include the Rue de Provence collection of
Provencal French bedroom pieces, occasional furniture and upholstery pieces that
use  unique  fabric  selections  supplied  exclusively  to  Highland  House from
southern  France and the Harrod's of  Knightsbridge  collection  which  includes
exclusive pieces based upon research from Harrod's Department Stores' archives.

Founders offers assembled bedroom sets, bookcases and home entertainment centers
under the  Founders  brand name to a variety of  retailers  for sale to consumer
end-users  and  certain  contract  customers.  Creative  Interiors  markets  RTA
(ready-to-assemble)  furniture such as home  entertainment  centers,  bookcases,
bedroom and  kitchen/utility  furniture  and  computer  desks under the Creative
Interiors brand name.

HDM FURNITURE INDUSTRIES

Henredon   manufactures  and  markets  bedroom,   dining  room,  occasional  and
upholstered  furniture  in the  premium  price  category.  Henredon  markets its
furniture in 15 collections  and is the furniture  licensee for the Ralph Lauren
Home Collection and Historic Natchez.  Henredon is an industry style and fashion
leader and provides the consumer with unique and distinct  products ranging from
contemporary to traditional.

Drexel Heritage  manufactures and markets wood and upholstered furniture for the
bedroom,  dining room,  living room,  family room and home office in the "mid to
upper  premium"  price  categories  under the Drexel  Heritage  brand  name.  It
currently produces approximately 20 collections with four to six new collections
offered  each  year.  Drexel's  product  styles  include  American  traditional,
country,  18th century,  European  traditional,  contemporary and  transitional.
Drexel  Heritage  also  manufactures  and  markets  a line of  unique  old world
upholstery  and wood  accent  pieces  under the  Lillian  August  brand name and
produces furniture for the hospitality and government markets.

Maitland-Smith  is a leading  designer and  manufacturer of "best" and "premium"
hand crafted,  antique-inspired furniture, accessories and lighting, utilizing a
wide range of unique  materials,  including  distinctive  leather,  fancy  faced
veneer, stone and hand-painted metal.  Maitland markets under the Maitland-Smith
and LaBarge brand names.  The  Maitland-Smith  brand is inspired by designs from
the master craftsmen of 17th, 18th and 19th century  England.  The LaBarge brand
name emphasizes Continental European design in mirrors and occasional furniture.

DISTRIBUTION

The  Company's  strategy of  targeting  diverse  distribution  channels  such as
furniture  centers,  independent  dealers,  national  and  local  chain  stores,
department  stores,  specialty  stores and  decorator  showrooms is supported by
dedicated sales forces covering each of these distribution channels. The Company
continues  to  explore  opportunities  to  expand  international  sales  and  to
distribute through non-traditional  channels such as wholesale clubs and catalog
retailers.

The Company's breadth of product and national scope of distribution enable it to
effectively  service  national  retailers  such as J.C.  Penney and key regional
retailers such as Havertys,  Breuner's and Kittle's.  The  consolidation  of the
retail residential  furniture industry has made access to distribution  channels
an important competitive advantage for manufacturers.  The Company has developed
dedicated distribution channels by expanding its gallery program and the network
of independent dealer-owned dedicated retail locations, such as Thomasville Home
Furnishings  Stores and Drexel  Heritage Home  Inspiration  Stores.  The Company
distributes its products through a diverse network of independently owned retail
locations,  which  includes  178  freestanding  stores,  943  galleries  and 617
furniture centers.

Broyhill,  Lane,  Thomasville  and Drexel  Heritage have all  developed  gallery
programs with dedicated dealers displaying furniture in complete room ensembles.
These retailers  employ a consistent  showcase  gallery concept wherein products
are displayed in complete and fully  accessorized  room  settings  instead of as
individual pieces. This presentation format encourages  consumers to purchase an
entire  room  of  furniture   instead  of  individual   pieces  from   different
manufacturers.  The Company offers substantial  services to retailers to support
their   marketing   efforts,   including   coordinated   national   advertising,
merchandising and display programs and extensive dealer training.

Thomasville Home Furnishings  Stores and Drexel Heritage Home Inspiration Stores
are  dealer-owned,  free-standing  retail  locations  that  exclusively  feature
Thomasville and Drexel Heritage  furniture,  respectively.  The Company believes
distributing its products through  dedicated,  free-standing  stores strengthens
brand  awareness,   provides  well-informed  and  focused  sales  personnel  and
encourages the purchase of multiple items per visit.

Haverty  Furniture  Companies,  Inc.  and the  Company  have  formed a strategic
alliance whereby Havertys  allocates up to one-half of the retail floor space in
all of its  stores to the  prominent  display  of  product  manufactured  by the
Company.  The Company also has a similar  strategic  alliance with Kittle's Home
Furnishings,  Inc. These alliances  advance the Company's  strategy of expanding
distribution and dedicated display space.

Showrooms for the national  furniture market are located in Thomasville and High
Point,  North Carolina and for regional  markets in Atlanta,  Georgia;  Chicago,
Illinois; San Francisco, California; and Tupelo, Mississippi.

BROYHILL FURNITURE INDUSTRIES

One of  Broyhill's  principal  distribution  channels is the  Broyhill  Showcase
Gallery  program.  This  program,  started in 1983,  involves  325  domestic and
international  participating  dealer  locations.  Each  dealer  in the  Broyhill
Showcase Gallery program owns the gallery and the Broyhill furniture  inventory.
The  program  incorporates  a core  merchandise  program,  advertising  material
support,  in-store  merchandising  events and educational  opportunities for the
retail  store sales and  management  personnel.  The average  Broyhill  Showcase
Gallery consists of 7,500 square feet of dedicated  display space.  Furniture is
displayed  in  complete  and fully  accessorized  room  settings  instead  of as
individual pieces.

In  2001,   Broyhill  introduced  the  Broyhill  Furniture  Showplace  dedicated
distribution  retail  concept.  Broyhill  Furniture  Showplaces  are  owned  and
operated  by a retail  dealer  who  commits a minimum of 12,500  square  feet of
display  space  to  Broyhill  products.   This  program  also  offers  extensive
merchandising and marketing support.

For the retailer that is currently not a participant in the gallery or showplace
programs,   Broyhill  offers  the  Independent  Dealer  Program.  This  concept,
initiated in 1987, is designed to strengthen Broyhill's  relationship with these
retailers by assisting them in overcoming some of the  significant  difficulties
in running an independent  furniture  business.  Participating  retailers in the
Independent Dealer Program commit to a minimum,  pre-selected lineup of Broyhill
merchandise  and,  in  return,  receive  a  detailed,  step-by-step,  year-round
advertising  and  merchandising  plan.  The program  includes  three major sales
events  per  year,  monthly  promotional  themes  and  professionally   prepared
advertising  and  recognition  on the local  level.  As part of the  Independent
Dealer  Program,  Broyhill offers the Broyhill  Furniture  Center Program to 617
retailers that have committed at least 2,000 square feet exclusively to Broyhill
products  arranged in gallery-type  room settings.  This program includes all of
the benefits of the  Independent  Dealer  Program,  plus  additional  marketing,
design  and  advertising   assistance.   The  Company  seeks  to  develop  these
relationships so that some of these retailers may eventually become participants
in the Broyhill Showcase Gallery or Broyhill Furniture Showplace programs.

LANE FURNITURE INDUSTRIES

Lane  distributes  its  products  nationally  and   internationally   through  a
well-established  network of approximately  16,000 retail  locations.  A diverse
distribution  network is utilized in keeping  with Lane's  strategy of supplying
customers  with highly  specialized  products in selected  niche  markets.  This
distribution  network  primarily  consists  of  independent   furniture  stores,
regional  chains such as Havertys and Art Van, and  department  store  companies
such as J.C. Penney,  May Department  Stores,  Federated  Department  Stores and
Dillard Department Stores.

Lane has  established  specialty  gallery  programs with over 450  participating
dealers.  This includes 355 dealer-owned  Comfort Showcase Galleries and Comfort
Furnishings Galleries established by Lane's Upholstery division. These galleries
average  approximately 4,200 square feet of retail space specifically  dedicated
to the display, promotion and sale of Lane upholstery products.

THOMASVILLE FURNITURE INDUSTRIES

Thomasville  products are offered at 660  independently-owned  retail locations,
including 182 Thomasville Galleries, 148 Thomasville Home Furnishings Stores and
330 authorized  dealers.  The Thomasville Gallery concept was initiated in 1983.
Thomasville  Galleries  have  an  average  7,500  square  feet of  retail  space
specifically  dedicated  to the  display,  promotion  and  sale  of  Thomasville
products.  The first  Thomasville  Home  Furnishings  Store opened in 1988.  The
typical   Thomasville   Home   Furnishings   Store  is  a  15,000  square  foot,
independently-owned  store  offering  a broad  range  of  Thomasville  products,
presented in a home-like setting by specially trained salespersons.

Pearson distributes its products primarily through  premium-quality  dealers and
the   interior   design   trade.   Hickory   Chair  also   distributes   through
premium-quality dealers including 20 gallery locations.

Thomasville's  Founders  division  sells  promotional  furniture to a variety of
retailers  for  sale to  consumer  end-users  and  certain  contract  customers.
Promotional  furniture is sold to retail  chains such as Value City,  as well as
independent  furniture  stores.  Promotional  furniture  is  also  sold  in  the
hospitality  and  health  care  markets  of  Thomasville's   contract  business.
Thomasville's Creative Interiors division sells RTA furniture to customers which
include national chains such as Wal-Mart and Target, catalog showrooms, discount
mass merchandisers, warehouse clubs and home furnishings retailers.

HDM FURNITURE INDUSTRIES

Henredon  distributes its products through a network of  approximately  450 fine
furniture dealers, department stores and wholesale showrooms in this country and
abroad.  The Ralph Lauren Home  Collection  is also  distributed  through  Ralph
Lauren Polo retail stores. The typical Henredon display is 5,000 to 8,000 square
feet. Henredon dealers include Louis Shanks of Texas, Gabberts, Kittles, Boyles,
Baer's,  Marshall  Field,  Bloomingdales,   Rich's,  Lazarus,  Macy's  West  and
Dillards.

Drexel  Heritage  products  are  offered  at  560  independently   owned  retail
locations,  including 61 Drexel Heritage galleries, 30 dedicated Drexel Heritage
Home Inspiration  stores and 469 authorized  dealers.  Drexel Heritage galleries
have an average of 5,000  square feet of  dedicated  space.  The typical  Drexel
Heritage  Home  Inspiration  store is a 14,000 square foot  independently  owned
store  offering  a broad  range of Drexel  products,  presented  in a  home-like
setting by a salesperson or design consultant.

Maitland-Smith distributes its products nationally and internationally through a
well-established   network  of  high-end  retail  furniture   stores,   designer
showrooms,  antique dealers and specialty gift stores.  The dealers are selected
to preserve and enhance the prestige and reputation of the Maitland-Smith  brand
names.

MARKETING AND ADVERTISING

Advertising is used to increase consumer  awareness of the Company's brand names
and is targeted to specific  consumer  segments  through  national  and regional
television as well as leading shelter and other popular magazines such as Better
Homes and Gardens,  People and Good  Housekeeping.  Each operating  company uses
focused  advertising in major markets to create buying  urgency around  specific
sale events and to provide dealer location information, enabling retailers to be
listed jointly in advertisements for maximum  advertising  efficiency and shared
costs.   The  Company  seeks  to  increase   consumer   buying  and   strengthen
relationships  with  retailers  through  cooperative  advertising  and selective
promotional  programs.  The  Company  focuses  its  marketing  efforts  on prime
potential  customers  utilizing  information  from databases and from callers to
each operating company's toll-free telephone number.

BROYHILL FURNITURE INDUSTRIES

Broyhill's  advertising  programs  focus  on  translating  its  strong  consumer
awareness into increased sales.  Broyhill's  current marketing strategy features
national television  advertising,  in addition to its national print advertising
program and traditional  promotional  programs such as furniture  "giveaways" on
television game shows and  dealer-based  promotions such as product mailings and
brochures.  The national print advertising program, which consists of multi-page
layouts,  is  designed  to  appeal  to  the  consumer's  desire  for  decorating
assistance  and  increased  confidence  in making the decision to purchase a big
ticket product such as furniture.  These  advertisements are run in publications
such as  Good  Housekeeping  and  Better  Homes  and  Gardens  which  appeal  to
Broyhill's  consumer  base.  Game  show  promotions,  a  long-standing  Broyhill
tradition,  include  popular  programs such as Wheel of Fortune and The Price is
Right. An extensive public relations  campaign also exposes Broyhill products in
leading magazine and newspaper editorial features.

LANE FURNITURE INDUSTRIES

Lane's marketing approach reflects the diversity of its various divisions.  Lane
employs an  integrated  marketing/advertising  strategy in which it  coordinates
magazine,  newspaper,  circular and television  advertising with other marketing
programs  to promote a single  product.  Each of the Lane  divisions  advertises
extensively in trade and consumer publications targeting various niche markets.

THOMASVILLE FURNITURE INDUSTRIES

Thomasville's   current  advertising  appears  on  national  network  and  cable
television  commercials during peak promotional periods. The campaign emphasizes
Thomasville   fashion  and  quality  leadership  through  the  use  of  dramatic
commercials  featuring  individual,  high  quality wood and  upholstery  pieces.
National cable networks  include A&E, The Discovery  Channel,  CNN, CNN Headline
News,  The Weather  Channel,  TNN,  The Travel  Channel,  TBS and  Entertainment
Network.

To help retailers sell its product  through to consumers,  Thomasville  offers a
full  twelve-month  schedule of promotional  support which includes  promotional
concepts,  selected  product  discounts,  cooperative  advertising  funds, and a
complete  advertising  package  with  color  newspaper  layouts  plus  radio and
television  commercials  dealers can use as supplied.  Thomasville runs national
sales events to coincide with major industry sale periods.  These events include
national print ads or Thomasville-designed newspaper inserts for dealer use.

HDM FURNITURE INDUSTRIES

Henredon's  national  advertising is focused in magazines such as  Architectural
Digest,  Traditional  Home and House &  Gardens.  Henredon  produces  full color
catalogs in support of each  collection  and maintains a web site which provides
the consumer the opportunity to view all current collections, order catalogs and
locate dealers in their local trading areas.

Drexel  Heritage  offers a fully  integrated  marketing  program  that  includes
national  brand  advertising  and a full calendar of promotional  events.  These
events  include  themed  promotional   concepts,   selected  product  discounts,
cooperative   advertising  support,   consumer  rebate  events  and  a  complete
advertising  marketing  portfolio.  This portfolio  includes  dealer  television
commercials,   consumer  sales  circulars,  direct  mail  postcards,   newspaper
advertisements, radio commercials, in-store events and a complete in-store point
of sale package.

Maitland-Smith has chosen to do little advertising over the years. This approach
has created an aura of mystique  around the brand that adds to its charm and has
worked well within its dealer  base.  Promotional  activities  with  dealers are
designed  to  preserve  and  enhance  Maitland-Smith's  brand  name in the  home
furnishings industry.

MANUFACTURING

Broyhill operates 16 finished case goods and upholstery production and warehouse
facilities  totaling over 5.0 million  square feet. All finished good plants are
located  in  North  Carolina.  Broyhill  pioneered  the use of  mass  production
techniques in the furniture  industry and by utilizing  longer  production  runs
achieves economies of scale.

Lane operates 7 upholstery  production  and warehouse  facilities in Mississippi
and North Carolina totaling over 2.9 million square feet. Since the late 1980's,
significant  capital  expenditures  have  been made to  acquire  technologically
advanced  manufacturing  equipment which has increased  factory  productivity as
well as capacity.

Thomasville manufactures or assembles its products at 18 finished case goods and
upholstery  production  and warehouse  facilities  located in North Carolina and
Virginia,  totaling  over 6.5 million  square feet.  Each plant is  specialized,
manufacturing premium furniture products allowing more efficient production runs
while maintaining high quality standards.

The  manufacturing  process for  Thomasville's  Creative  Interiors  division is
highly automated. Large fiberboard and particleboard sheets are machine-finished
in long  production  runs,  then  stored  and held  for  assembly  using  highly
automated  assembly  lines.  Completed  goods are flat  packed  and stored in an
automated warehouse to provide quicker delivery to customers.  Ninety percent of
Creative Interiors products are shipped within 14 days of production.

Henredon  manufactures  in 4 casegoods and  upholstery  production and warehouse
facilities  encompassing  approximately  1.5 million  square feet all located in
North Carolina.  Henredon is a leader in cellular manufacturing which allows for
the efficient production of relatively small production runs.

Drexel  Heritage  operates 5 casegoods and  upholstery  production and warehouse
facilities that total  approximately 1.7 million square feet. All facilities are
located in western North Carolina except for an upholstery plant located in High
Point,  North  Carolina.  Each facility is specialized  to  manufacture  premium
quality furniture in a cellularized manufacturing environment.

Maitland-Smith  and LaBarge are  manufactured  at  production  facilities in the
Philippines  and Indonesia and by selected  sub-contractors  located  throughout
Asia, Italy and Mexico. Each production facility utilizes specialized  craftsmen
to produce premium home furnishings products.

RAW MATERIALS AND SUPPLIERS

The raw  materials  used by the Company in  manufacturing  its products  include
lumber, veneers, plywood, fiberboard, particleboard, paper, hardware, adhesives,
finishing materials,  glass, mirrored glass, fabrics,  leathers,  metals, stone,
synthetics and  upholstered  filling  material (such as synthetic  fibers,  foam
padding and  polyurethane  cushioning).  The  various  types of wood used in the
Company's  products  include  cherry,  oak,  maple,  pine and  pecan,  which are
purchased  domestically,  and  mahogany,  which is  purchased  abroad.  Fabrics,
leathers and other raw  materials are purchased  both  domestically  and abroad.
Management believes that its supply sources for those materials are adequate.

The Company has an agreement with Outlook  International,  Ltd. in which Outlook
is the exclusive  representative for the Company for the manufacture of products
in the Far East.

On December 12, 2001 the Company  announced a strategic  alliance with Hong Kong
Teakwood Works whereby the operating companies will absorb  substantially all of
Hong Kong Teakwood Works manufacturing capacity,  subject to quality control and
delivery standards designated by the operating companies.

Other than the foregoing,  the Company has no long-term supply contracts and has
experienced no significant  problems in supplying its  operations.  Although the
Company has  strategically  selected  suppliers  of raw  materials,  the Company
believes that there are a number of other sources available, contributing to its
ability to obtain  competitive  pricing for raw materials.  Raw materials prices
fluctuate over time  depending upon factors such as supply,  demand and weather.
Increases in prices may have a short-term  impact on the  Company's  margins for
its products.

The  majority  of  supplies  for  promotional  and RTA  products  are  purchased
domestically,   although  paper  and  certain  hardware  is  purchased   abroad.
Management  believes,  however,  that its  proximity  to and  relationship  with
suppliers are advantageous for the sourcing of such materials.  In addition,  by
combining the purchase of various raw materials (such as foam, cartons,  springs
and fabric) and services, the operating companies have been able to realize cost
savings.

ENVIRONMENTAL MATTERS

The  Company is subject to a  wide-range  of  federal,  state and local laws and
regulations relating to protection of the environment,  worker health and safety
and the  emission,  discharge,  storage,  treatment  and  disposal of  hazardous
materials.  These  laws  include  the Clean  Air Act of 1970,  as  amended,  the
Resource  Conservation and Recovery Act, the Federal Water Pollution Control Act
and the Comprehensive  Environmental,  Response,  Compensation and Liability Act
("Superfund").  Certain  of the  Company's  operations  use  glues  and  coating
materials that contain  chemicals that are  considered  hazardous  under various
environmental  laws.  Accordingly,  management  closely  monitors the  Company's
environmental  performance  at all of its  facilities.  Management  believes the
Company is in substantial  compliance  with all  environmental  laws.  While the
Company may be required to make capital investments at some of its facilities to
ensure compliance,  the Company believes it will continue to meet all applicable
requirements  in a timely  fashion and that the amount of money required to meet
these  requirements  will not materially  affect its financial  condition or its
results of operations.

The Company has been identified as a potentially  responsible party ("PRP") at a
number of superfund  sites. The Company believes that its liability with respect
to  most  of  the  sites  is  de  minimis,   and  the  Company  is  entitled  to
indemnification by others with respect to liability at certain sites. Management
believes that any liability as a PRP with regard to the superfund sites will not
have a  material  adverse  effect  on the  financial  condition  or  results  of
operations of the Company.

COMPETITION

The  furniture  manufacturing  industry  is highly  competitive.  The  Company's
products  compete with  products  made by a number of  furniture  manufacturers,
including La-Z-Boy Incorporated,  Ethan Allen Interiors, Inc., Bassett Furniture
Industries,  Inc.  and  Lifestyle  Furnishings  International  Ltd.,  as well as
approximately  600  smaller  producers.  The  elements  of  competition  include
pricing, styling, quality and marketing.

EMPLOYEES

As of December  31,  2001,  the Company  employed  approximately  23,850  people
(including employees of Henredon,  Drexel Heritage and Maitland-Smith).  None of
the Company's employees is represented by a union.

BACKLOG

The combined  backlog of the  Company's  operating  companies as of December 31,
2001 aggregated approximately $290 million (approximately $199 million excluding
the  backlog of  Henredon,  Drexel  Heritage  and  Maitland-Smith)  compared  to
approximately $178 million as of December 31, 2000.


<PAGE>

<TABLE>
<CAPTION>

ITEM 2.  Properties

The  Company  owns  or  leases  the  following  principal  plants,  offices  and
warehouses.



<S>                                <C>                                    <C>                            <C>
Division/Location                Type of Facility                  Floor Space (sq.ft.)           Owned or Leased
-----------------                ----------------                  --------------------           ---------------

 Furniture Brands:
 -----------------
 St. Louis, MO                 Headquarters                                       26,800                    Leased

 Broyhill:
 ---------
 Lenoir, NC                    Headquarters                                      136,000                     Owned
 Lenoir, NC                    Case goods plant/warehouse                        312,632                     Owned
 Lenoir, NC                    Case goods plant/warehouse                        628,000                     Owned
 Rutherfordton, NC             Case goods plant/warehouse                        575,656                     Owned
 Lenoir, NC                    Case goods plant/warehouse                        419,000                     Owned
 Lenoir, NC                    Case goods plant/warehouse                        390,020              Owned/Leased
 Rutherfordton, NC             Upholstery plant/warehouse                        433,597                     Owned
 Conover, NC                   Case goods plant/warehouse                        316,542                     Owned
 Lenoir, NC                    Case goods plant/warehouse                        516,439                     Owned
 Lenoir, NC                    Case goods plant/warehouse                        256,318                     Owned
 Lenoir, NC                    Upholstery plant/warehouse                        252,380                     Owned
 Taylorsville, NC              Upholstery plant/warehouse                        212,754                     Owned
 Lenoir, NC                    Upholstery plant                                  124,700                     Owned
 Lenoir, NC                    Warehouse                                          96,000                     Owned
 Lenoir, NC                    Warehouse                                         252,250                    Leased
 Lenoir, NC                    Warehouse                                         205,964                    Leased
 Chino, CA                     Warehouse                                          79,456                    Leased

 Drexel Heritage:
 ----------------
 Drexel, NC                    Headquarters                                     100,000                     Owned
 Marion, NC                    Case goods plant                                 501,133                     Owned
 Morganton, NC                 Upholstery plant                                 144,859                     Owned
 High Point, NC                Upholstery plant                                 280,650                     Owned
 Hildebran, NC                 Case goods plant                                 360,710                     Owned
 Morganton, NC                 Warehouse                                        501,800                     Owned
 High Point, NC                Showroom                                         100,112                     Owned

 Henredon:
 ---------
 Morganton, NC                  Headquarters/
                                  casegoods plant/warehouse                      898,690                     Owned
 Spruce Pine, NC               Case goods plant                                  553,180                     Owned
 High Point, NC                Upholstery plant                                  125,803                     Owned
 Mt. Airy, NC                  Upholstery plant                                  102,500                     Owned

 Lane:
 -----
 Tupelo, MS                    Headquarters/
                                 upholstery plant/warehouse                      715,951                     Owned
 Saltillo, MS                  Upholstery plant/warehouse                        570,328                     Owned
 Verona, MS                    Upholstery plant/warehouse                        413,000                     Owned
 Pontotoc, MS                  Upholstery plant/warehouse                        369,216                     Owned
 High Point, NC                Plant                                             187,162                     Owned
 Conover, NC                   Upholstery plant                                  351,015                     Owned
 Conover, NC                   Upholstery plant/warehouse                        348,180                     Owned

 Maitland-Smith:
 ---------------
 High Point, NC                Headquarters/warehouse                            220,000                    Leased
 Cebu, Philippines             Case goods plant                                  448,421                     Owned
 Semarang, Indonesia           Plant/warehouse                                   142,075              Owned/Leased

 Thomasville:
 ------------
 Thomasville, NC               Headquarters/ Showroom                            256,000                     Owned
 Thomasville, NC               Case goods plant/warehouse                        373,000                     Owned
 Thomasville, NC               Case goods plant                                  240,000                     Owned
 Thomasville, NC               Case goods plant                                  325,000                     Owned
 Thomasville, NC               Case goods plant                                  309,850                     Owned
 Lenoir, NC                    Case goods plant/warehouse                        828,000                     Owned
 Winston-Salem, NC             Case goods plant/warehouse                        706,000                     Owned
 Statesville, NC               Upholstery plant                                  158,600                     Owned
 Troutman, NC                  Upholstery plant                                  238,200                     Owned
 Conover, NC                   Upholstery plant                                  123,200                     Owned
 Hickory, NC                   Upholstery plant                                   58,700                     Owned
 Thomasville, NC               Warehouse                                         731,000                     Owned
 Appomattox, VA                Case goods plant/warehouse                        829,800                     Owned
 Carysbrook, VA                Case goods plant                                  189,000                     Owned
 Hickory, NC                   Upholstery plant/warehouse                        209,800                    Leased
 Conover, NC                   Case goods plant/warehouse                        260,000                     Owned
 Hickory, NC                   Upholstery plant/warehouse                        555,511                     Owned
 Hickory, NC                   Case goods/upholstery
                                 plant/warehouse                                 211,391                     Owned
 High Point, NC                Upholstery plant/warehouse                        178,500                     Owned

</TABLE>


The Tupelo,  Mississippi  facility is  encumbered  by a mortgage  and first lien
securing  revenue bonds.  The Company believes its properties are generally well
maintained,  suitable  for its  present  operations  and  adequate  for  current
production  requirements.  Productive  capacity and extent of utilization of the
Company's facilities are difficult to quantify with certainty because in any one
facility maximum capacity and utilization varies periodically depending upon the
product that is being manufactured, the degree of automation and the utilization
of the labor force in the facility.  In this context, the Company estimates that
overall its production  facilities were utilized during 2001 at a moderate level
of  productive  capacity  and  believes  that in  conjunction  with  its  import
capabilities the Company's facilities have the capacity, if necessary, to expand
production to meet anticipated product requirements.

Item 3.  Legal Proceedings

The  Company is or may become a defendant  in a number of pending or  threatened
legal  proceedings  in the  ordinary  course  of  business.  In the  opinion  of
management,  the  ultimate  liability,  if any,  of the  Company  from  all such
proceedings  will not  have a  material  adverse  effect  upon the  consolidated
financial position or results of operations of the Company and its subsidiaries.

The Company is also subject to regulation regarding  environmental  matters, and
is a party  to  certain  actions  related  thereto.  For  information  regarding
environmental matters, see "Item 1. Business - Environmental Matters."


<PAGE>



Item 4. Submission of Matters to a Vote of Security Holders


Not applicable.

                                     PART II

Item 5.  Market  for The  Registrant's  Common  Equity and  Related  Stockholder
         Matters

As of February 28, 2002,  there were  approximately  2,150  holders of record of
Common Stock.

Shares of the Company's  Common Stock are traded on the New York Stock Exchange.
The reported high and low sale prices for the Company's  Common Stock on the New
York  Stock  Exchange  is  included  in  Note 14 to the  consolidated  financial
statements of the Company.

The Company has not paid cash dividends on its Common Stock during the two years
ended December 31, 2000 and 2001.




<PAGE>


<TABLE>
<CAPTION>

Item 6. Selected Financial Data


                                                    FIVE-YEAR CONSOLIDATED FINANCIAL REVIEW

--------------------------------------------------- -------------------------------------------------------------------------------
(Dollars in thousands                                                               Year Ended December 31,
except per share data)                              -------------------------------------------------------------------------------
                                                         2001             2000             1999            1998              1997
-----------------------------------------------------------------------------------------------------------------------------------
Summary of operations:
<S>                                                 <C>              <C>             <C>               <C>              <C>
  Net sales                                         $1,891,313       $2,116,239      $2,088,112         $1,960,250       $1,808,276
  Gross profit                                         466,794          546,859         550,312            515,512          450,690
  Interest expense                                      21,984           36,389          37,577             43,455           42,747
  Earnings before income tax
    expense and extraordinary item                      87,694          165,997         176,764            152,143          107,254
  Income tax expense                                    29,664           57,574          64,854             54,205           40,201
  Earnings before extraordinary item                    58,030          108,423         111,910             97,938           67,053
  Extraordinary item                                       -             (2,522)              -                 -               -
  Net earnings                                      $   58,030       $  105,901      $  111,910         $   97,938       $   67,053

Per share of common stock - diluted:
  Earnings before extraordinary item                $     1.13       $     2.15      $     2.14         $    1.82        $     1.15
  Extraordinary item                                        -             (0.05)              -                 -               -
  Net earnings                                      $     1.13       $     2.10      $     2.14         $    1.82        $     1.15

Weighted average common shares
  - diluted (in thousands)                              51,325           50,443          52,335             53,809           58,473

Other information:
  Working capital                                   $  603,420       $  548,463      $   518,036        $  509,148       $  482,288
  Property, plant and equipment, net                   321,640          303,235          297,746           293,777          294,061
  Capital expenditures                                  22,991           53,310           48,951            44,358           40,004
  Total assets                                       1,503,489        1,304,838        1,288,834         1,303,204        1,257,236
  Long-term debt                                       454,400          462,000          535,100           589,200          667,800
  Shareholders' equity                              $  759,659       $  583,905       $  474,197        $  413,509       $  323,322
===================================================================================================================================


</TABLE>

<PAGE>



Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations



General

     The following analysis of the results of operations and financial condition
of the Company should be read in  conjunction  with the  consolidated  financial
statements and related  notes.  In addition,  management  believes the following
factors have had a significant effect on its recent financial statements.

Acquisition

     On December 28, 2001, the Company acquired  substantially all of the assets
and liabilities of Henredon Furniture  Industries,  Drexel Heritage  Furnishings
and Maitland-Smith. Since the acquisition occurred near the last business day of
2001, it is reflected in the Company's consolidated balance sheet as of December
31, 2001; however, the Company's  consolidated results of operations for 2001 do
not include any of the operations of the acquired companies.  The purchase price
of the acquisition was $287.1 million,  consisting of $176.5 million in cash and
4.0 million shares of the Company's common stock.

Restructuring

     During 2001,  the Company  implemented  a plan to reduce its domestic  case
goods manufacturing capacity. This plan included the closing of 12 manufacturing
facilities and a permanent reduction of approximately 20% of the Company's total
employment.  Pretax  restructuring and impairment  charges of $26.4 million were
recorded in 2001, consisting of $5.9 million charged to cost of operations, $2.5
million  charged to  selling,  general  and  administrative  expenses  and $18.0
million in asset impairment charges.


<PAGE>

<TABLE>
<CAPTION>


Results of Operations

     As an aid  to  understanding  the  Company's  results  of  operations  on a
comparative  basis,  the following  table has been prepared to set forth certain
statements of operations and other data for 2001, 2000, and 1999.

------------------------------------- -----------------------------------------------------------------------------------
(Dollars in millions)                                              Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 2001                        2000                        1999
                                      --------------------------- --------------------------- ---------------------------
                                                           % of                        % of                        % of
                                           Dollars   Net  Sales        Dollars   Net  Sales        Dollars   Net  Sales
------------------------------------- ------------- ------------- ------------- ------------- ------------- -------------

<S>                                       <C>             <C>         <C>             <C>         <C>             <C>
Net sales                                 $1,891.3        100.0%      $2,116.2        100.0%      $2,088.1        100.0%
Cost of operations                         1,387.6         73.4        1,529.9         72.3        1,498.6         71.8
Selling, general and
  administrative
  expenses                                   330.8         17.5          335.6         15.9          321.2         15.4
Depreciation and
  amortization                                55.8          2.9           58.1          2.7           56.5          2.7
Asset impairment charges                      18.0          1.0             -            -              -            -
------------------------------------- ------------- ------------- ------------- ------------- ------------- -------------
Earnings from
  operations                                  99.1          5.2          192.6          9.1          211.8         10.1
Interest expense                              22.0          1.2           36.4          1.7           37.6          1.8
Other income, net                             10.6          0.6            9.8          0.4            2.6          0.1
------------------------------------- ------------- ------------- ------------- ------------- ------------- -------------

Earnings before income
  tax expense and   extraordinary
item                                          87.7          4.6          166.0          7.8          176.8          8.5
Income tax expense                            29.7          1.5           57.6          2.7           64.9          3.1
------------------------------------- ------------- ------------- ------------- ------------- ------------- -------------

Net earnings before   extraordinary
item                                        $ 58.0          3.1%        $108.4          5.1%        $111.9          5.4%
===================================== ============= ============= ============= ============= ============= =============

Gross profit 1                              $466.8         24.7%        $546.8         25.8%        $550.3         26.4%
===================================== ============= ============= ============= ============= ============= =============

1  The Company believes that gross profit provides useful information regarding
   a company's financial performance. Gross profit has been calculated by
   subtracting cost of operations and the portion of depreciation associated
   with cost of goods sold from net sales.

   (Dollars in millions)                                                             Year Ended December 31,
                                                                  ------------------------------------------------------------
                                                                                2001                2000                 1999
   -------------------------------------------------------------- ------------------- ------------------- --------------------
   Net sales                                                                $1,891.3            $2,116.2             $2,088.1
   Cost of operations                                                        1,387.6             1,529.9              1,498.6
   Depreciation (associated with cost of goods sold)                            36.9                39.5                 39.2
   -------------------------------------------------------------- ------------------- ------------------- --------------------
   Gross profit                                                               $466.8              $546.8               $550.3
   ============================================================== =================== =================== ====================

</TABLE>

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

     Net sales for 2001 were $1,891.3  million  compared to $2,116.2  million in
2000, a decrease of $224.9  million or 10.6%.  The decrease in net sales was due
to the general  economic  slowdown which began in the third quarter of 2000, the
failure  of several  large  customers  and the  continuation  of an  established
program of  discontinuing  relationships  with  retailers  that did not meet the
Company's standards.

     Cost of  operations  for 2001 was  $1,387.6  million  compared  to $1,529.9
million for 2000, a decrease of 9.3%.  Cost of operations as a percentage of net
sales increased from 72.3% for 2000 to 73.4% for 2001 primarily due to decreased
plant utilization  resulting from the sales volume decrease,  an increased focus
on imported products, and the restructuring charges.

     Selling, general and administrative expenses decreased to $330.8 million in
2001 from $335.6  million in 2000, a decrease of 1.4%.  As a  percentage  of net
sales, selling,  general and administrative  expenses rose from 15.9% in 2000 to
17.5% in 2001 due to the sales  decrease,  an increase in bad debt expense,  and
the restructuring charges.

     Depreciation  and amortization for 2001 was $55.8 million compared to $58.1
million in 2000, a decrease of 4.1%.  The decrease in  depreciation  expense was
due to lower capital expenditures and the restructuring.

     Interest expense for 2001 totaled $22.0 million compared with $36.4 million
in 2000. The decrease in interest  expense reflects the Company's debt reduction
program and lower interest rates.

     Other income,  net for 2001 totaled $10.6 million  compared to $9.8 million
for 2000. For 2001, other income consisted of interest on short-term investments
of $0.8 million,  other  miscellaneous  income and expense  items  totaling $1.8
million and  non-operating  income of $8.0  million.  The  non-operating  income
results  from the sale of the  Company's  investment  in a company  which leases
exhibition space to furniture and accessory  manufacturers,  partially offset by
additions to reserves related to certain discontinued operations.

     Income tax expense for 2001 totaled $29.7  million,  producing an effective
tax rate of 33.8% compared with an effective tax rate of 34.7% for 2000.

     Net earnings per common share before  extraordinary item on a diluted basis
were $1.13 and $2.15 for 2001 and 2000,  respectively.  Weighted  average shares
used in the  calculation of net earnings per common share on a basic and diluted
basis were 50,357,000 and 51,325,000 in 2001,  respectively,  and 49,532,000 and
50,443,000 in 2000, respectively.

     Gross profit for 2001 was $466.8  million  compared with $546.8 million for
2000, a decrease of 14.6%.  The decrease in gross profit margin to 24.7% in 2001
from 25.8% in 2000 was  primarily  due to the decreased  plant  utilization  and
restructuring charges noted earlier.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

     Net sales for 2000 were $2,116.2  million  compared to $2,088.1  million in
1999,  an  increase  of $28.1  million or 1.3%.  The  increase  in net sales was
achieved  through  the  Company's  continuing   strategies  of  introducing  new
products, emphasizing brand names and expanding distribution. These efforts were
mitigated in part by a general economic  slowdown in the second half of the year
and the failure of several large customers.

     Cost of  operations  for 2000 was  $1,529.9  million  compared  to $1,498.6
million for 1999, an increase of 2.1%. Cost of operations as a percentage of net
sales  increased  from  71.8%  for  1999 to  72.3%  for  2000  primarily  due to
manufacturing  inefficiencies  in the second half resulting from temporary plant
shutdowns to balance inventory with incoming orders.

     Selling, general and administrative expenses increased to $335.6 million in
2000 from $321.2  million in 1999,  an increase of 4.5%.  As a percentage of net
sales, selling,  general and administrative  expenses rose from 15.4% in 1999 to
15.9% in 2000 largely due to an increase in bad debt expense associated with the
customer  failures noted earlier.

     Depreciation  and amortization for 2000 was $58.1 million compared to $56.5
million in 1999, an increase of 2.9%.

     Interest expense for 2000 totaled $36.4 million compared with $37.6 million
in 1999. The decrease in interest  expense reflects the Company's debt reduction
program, partially offset by higher interest rates.

     Other  income,  net for 2000 totaled $9.8 million  compared to $2.6 million
for 1999. For 2000, other income consisted of interest on short-term investments
of $0.6 million, a cash dividend  (nonrecurring) of $7.6 million received by the
Company relating to its minority investment in a company which leases exhibition
space to furniture and accessory  manufacturers,  and other miscellaneous income
and expense items totaling $1.6 million.

     Income tax expense for 2000 totaled $57.6  million,  producing an effective
tax rate of 34.7%  compared  with an effective  tax rate of 36.7% for 1999.  The
effective  tax  rates  for both  periods  were  adversely  impacted  by  certain
nondeductible expenses incurred and provisions for state and local income taxes.
The effective tax rate for 2000 was favorably impacted by the nontaxable portion
of the $7.6 million cash dividend.

     Net earnings per common share before  extraordinary item on a diluted basis
were $2.15 and $2.14 for 2000 and 1999,  respectively.  Weighted  average shares
used in the  calculation of net earnings per common share on a basic and diluted
basis were 49,532,000 and 50,443,000 in 2000,  respectively,  and 50,968,000 and
52,335,000 in 1999, respectively.

     Gross profit for 2000 was $546.8  million  compared with $550.3 million for
1999, a decrease of 0.6%.  The decrease in gross profit  margin to 25.8% in 2000
from  26.4%  in  1999  was  primarily  due to the  manufacturing  inefficiencies
resulting from the temporary plant shutdowns in the second half noted earlier.

Financial Condition and Liquidity

Liquidity

     Cash and cash  equivalents  at December  31,  2001  totaled  $15.7  million
compared to $14.6 million at December 31, 2000.  For 2001,  net cash provided by
operating  activities  totaled  $184.7  million.  Net  cash  used  by  investing
activities totaled $181.0 million. Net cash used by financing activities totaled
$2.6 million.

     Working  capital was $603.4 million at December 31, 2001 compared to $548.5
million at December  31,  2000.  The current  ratio was 4.4-to-1 at December 31,
2001 compared to 4.8-to-1 at December 31, 2000. The increase in working  capital
between years is the result of the acquisition of Henredon,  Drexel Heritage and
Maitland-Smith.

     At December 31, 2001,  long-term debt totaled  $454.4  million  compared to
$462.0 million at December 31, 2000. The decrease in indebtedness  was funded by
cash  flow  from  operations,  offset  by the  aforementioned  acquisition.  The
Company's  debt-to-capitalization  ratio was 37.4% at December 31, 2001 compared
to 44.2% at December 31, 2000.

Financing Arrangements

     To meet short-term  capital and other financial  requirements,  the Company
maintains a $630.0 million  revolving  credit facility with a group of financial
institutions.  The revolving  credit facility allows for the issuance of letters
of credit and cash borrowings.  Letter of credit  outstandings are limited to no
more than $150.0 million,  with cash  borrowings  limited only by the facility's
maximum  availability less letters of credit  outstanding.  On December 31, 2001
there were $440.0  million in cash  borrowings  and $32.5  million in letters of
credit  outstanding,  leaving an excess of $157.5  million  available  under the
facility.

     Cash borrowings under the revolving credit facility bear interest at a base
rate or at an adjusted  Eurodollar rate plus an applicable  margin which varies,
depending upon the type of loan the Company executes. The applicable margin over
the base rate and Eurodollar rate is subject to adjustment  based upon achieving
certain  credit  ratings.  At December 31,  2001,  loans  outstanding  under the
revolving  credit  facility  consisted of $300.0  million  based on the adjusted
Eurodollar rate and $140.0 million based on the base rate,  which in conjunction
with the interest rate swaps have a weighted average interest rate of 4.87%.

     The Company believes that its revolving credit facility, together with cash
generated from operations,  will be adequate to meet liquidity  requirements for
the foreseeable future.

Other

Market Risk

     The Company is exposed to market risk from changes in interest  rates.  The
Company's exposure to interest rate risk consists of its floating rate revolving
credit facility. This risk is managed using interest rate swaps to fix a portion
of the  Company's  floating  rate  long-term  debt.  Based  upon a  hypothetical
ten-percent increase in interest rates the potential impact to the Company's net
earnings would be $0.4 million.

Recently Issued Statements of Financial Accounting Standard

     In July 2001, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 141 (SFAS No. 141) "Business  Combinations"
and No. 142 (SFAS No. 142), "Goodwill and Other Intangible Assets." SFAS No. 141
requires the purchase method of accounting be used for all business combinations
subsequent to June 30, 2001 and specifies  criteria for  recognizing  intangible
assets acquired in a business  combination.  SFAS No. 142 requires that goodwill
and intangible assets with indefinite  useful lives no longer be amortized,  but
instead be tested for  impairment  at least  annually.  Intangible  assets  with
definite  useful  lives will  continue  to be  amortized  over their  respective
estimated  useful lives.  The Company adopted SFAS No. 142 effective  January 1,
2002 and is in the process of reviewing  the  provisions  of the  statement  and
evaluating  its impact on the  financial  statements.  The Company  believes the
impact  of  discontinuing  the  amortization  of  intangible  assets  will be to
increase annual earnings by approximately $0.20 per share.

Outlook

     While the Company continues to see weak consumer spending in its sector, it
is  beginning to see signs the economy is firming up. Order trends in the fourth
quarter of 2001 showed continued  strength in the middle and upper-middle  price
categories. While the Company has yet to see such a turnaround at the upper end,
the cost savings  initiatives  undertaken during the year should position it for
strong operating profit margin improvement as that price category begins to turn
as well.  Business overall is expected to be essentially flat for the first half
of 2002,  with a recovery  beginning  at mid-year and  accelerating  through the
second  half.  The  Company  is  currently  projecting  earnings  per  share  of
$2.25-$2.35 for the full year.

     Capital expenditures are forecasted at $45.0 - $50.0 million for 2002, with
depreciation  expense  anticipated to be approximately  $50.0 million.  Selling,
general and  administrative  expenses  for the year are  expected to be 16.50% -
16.75% of net  sales.  Based  upon  current  interest  rates and  budgeted  debt
reduction,  interest expense is expected to be  approximately  $24.0 million for
2002.  The Company  expects to generate in excess of $100.0 million in cash flow
from operations, the majority of which will be used to reduce long-term debt.

Forward-Looking Statements

     The Company herein has made  forward-looking  statements within the meaning
of the "safe harbor" provisions of the Private Securities  Litigation Reform Act
of 1995. These forward-looking  statements include the Company's expected sales,
earnings  per share,  profit  margins,  and cash  flows,  the effects of certain
manufacturing  realignments and other business strategies, the prospects for the
overall  business  environment,   and  other  statements  containing  the  words
"expects," "anticipates,"  "estimates," "believes," and words of similar import.
The Company cautions investors that any such forward-looking  statements are not
guarantees  of future  performance  and that  certain  factors may cause  actual
results to differ materially from those in the forward-looking  statements. Such
factors may include:  overall business and economic conditions and growth in the
furniture  industry;  changes in customer  spending patterns and demand for home
furnishings;  competitive factors, such as design and marketing efforts by other
furniture manufacturers;  pricing pressures; success of the marketing efforts of
retailers and the prospects for further customer failures; the Company's success
in furniture design and manufacture;  the effects of manufacturing  realignments
and cost savings  programs;  and other risk factors  listed from time to time in
the Company's future public releases and SEC reports.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     The Company is exposed to market risk from changes in interest  rates.  The
Company's  exposure to interest  rate risk consists of its floating rate Secured
Credit  agreement.  This risk is  managed  using  interest  rate  swaps to fix a
portion of the Company's floating rate long-term debt. Based upon a hypothetical
ten percent increase in interest rates the potential impact to the Company's net
earnings would be $0.4 million.


<PAGE>

<TABLE>
<CAPTION>


Item 8. - Financial Statements and Supplementary Data

                           CONSOLIDATED BALANCE SHEETS

--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                   <C>                   <C>
(Dollars in thousands)                                                                       December 31,          December 31,
                                                                                                    2001                  2000
--------------------------------------------------------------------------------------------------------------------------------
Assets
Current assets:
  Cash and cash equivalents                                                                   $   15,707            $   14,606
  Receivables, less allowances of $18,841
    ($23,075 at December 31, 2000)                                                               359,493               351,804
  Inventories (Note 5)                                                                           369,773               294,454
  Deferred income taxes                                                                           26,160                23,555
  Prepaid expenses and other current assets                                                        7,582                 7,162
------------------------------------------------------------------------------------- -------------------- ---------------------
    Total current assets                                                                         778,715               691,581
Property, plant and equipment:
  Land                                                                                            18,090                19,206
  Buildings and improvements                                                                     240,554               226,096
  Machinery and equipment                                                                        346,460               345,040
------------------------------------------------------------------------------------- -------------------- ---------------------
                                                                                                 605,104               590,342
  Less accumulated depreciation                                                                  283,464               287,107
------------------------------------------------------------------------------------- -------------------- ---------------------

    Net property, plant and equipment                                                            321,640               303,235
Intangible assets (Note 6)                                                                       367,305               289,895
Other assets                                                                                      35,829                20,127
------------------------------------------------------------------------------------- -------------------- ---------------------
                                                                                              $1,503,489            $1,304,838
===================================================================================== ==================== =====================

Liabilities and Shareholders' Equity
Current liabilities:
  Accounts payable                                                                              $ 83,508              $ 65,483
  Accrued employee compensation                                                                   23,815                24,822
  Accrued interest expense                                                                         2,805                 7,646
  Other accrued expenses                                                                          65,167                45,167
------------------------------------------------------------------------------------- -------------------- ---------------------
    Total current liabilities                                                                    175,295               143,118
Long-term debt (Note 7)                                                                          454,400               462,000
Deferred income taxes                                                                             69,032                77,533
Other long-term liabilities                                                                       45,103                38,282

Shareholders' equity:
  Preferred stock, authorized 10,000,000 shares,
    no par value - issued, none                                                                      -                     -
  Common stock, authorized 100,000,000 shares,
    $1.00 stated value - issued 56,277,066 shares at December 31, 2001
    and 52,277,066 shares at December 31, 2000 (Note 8)                                           56,277                52,277
  Paid-in capital                                                                                219,469               118,360
  Retained earnings                                                                              520,503               462,473
  Accumulated other comprehensive income                                                          (5,108)                  -
  Treasury stock at cost
    (1,664,666 shares at December 31, 2001 and
     2,601,759 shares at December 31, 2000)                                                      (31,482)              (49,205)
------------------------------------------------------------------------------------- -------------------- ---------------------
  Total shareholders' equity                                                                     759,659               583,905
------------------------------------------------------------------------------------- -------------------- ---------------------
                                                                                              $1,503,489            $1,304,838
===================================================================================== ==================== =====================

See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                         CONSOLIDATED STATEMENTS OF OPERATIONS

----------------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands except per share data)
                                                                                             Year Ended December 31,
                                                                          ---------------------------------------------------------
                                                                                   2001                2000                1999
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                                                             <C>                 <C>                 <C>
Net sales                                                                       $1,891,313          $2,116,239          $2,088,112

Costs and expenses:
  Cost of operations                                                             1,387,632           1,529,874           1,498,622

  Selling, general and administrative expenses                                     330,835             335,596             321,205

  Depreciation and amortization                                                     55,767              58,155              56,528

  Asset impairment charges                                                          18,000                 -                   -
-----------------------------------------------------------------------------------------------------------------------------------

Earnings from operations                                                            99,079             192,614             211,757

Interest expense                                                                    21,984              36,389              37,577

Other income, net                                                                   10,599               9,772               2,584
-----------------------------------------------------------------------------------------------------------------------------------

Earnings before income tax expense and
  extraordinary item                                                                87,694             165,997             176,764

Income tax expense (Note 9)                                                         29,664              57,574              64,854
-----------------------------------------------------------------------------------------------------------------------------------

Earnings before extraordinary item                                                  58,030             108,423             111,910
Extraordinary item - early extinguishment
  of debt, net of income tax benefit (Note 11)                                         -                (2,522)                -
-----------------------------------------------------------------------------------------------------------------------------------

Net earnings                                                                    $   58,030          $  105,901          $  111,910
===================================================================================================================================

Net earnings per common share - basic (Note 8):
   Earnings before extraordinary item                                           $     1.15          $     2.19          $     2.20
  Extraordinary item - early extinguishment of  debt                                    -                (0.05)                 -
-----------------------------------------------------------------------------------------------------------------------------------
Net earnings per common share - basic                                           $     1.15          $     2.14          $     2.20
===================================================================================================================================

Net earnings per common share - diluted (Note 8):
  Earnings before extraordinary item                                            $     1.13          $     2.15          $     2.14
  Extraordinary item - early extinguishment of debt                                     -                (0.05)                 -
-----------------------------------------------------------------------------------------------------------------------------------
Net earnings per common share - diluted                                         $     1.13          $     2.10          $     2.14
===================================================================================================================================

See accompanying notes to consolidated financial statements.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS


-----------------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
                                                                                               Year Ended December 31,
                                                                                  -------------------------------------------------
                                                                                            2001              2000             1999
--------------------------------------------------------------------------------- ---------------- ----------------- --------------

<S>                                                                                        <C>                <C>             <C>
Cash flows from operating activities:
  Net earnings                                                                         $  58,030         $ 105,901        $ 111,910
  Adjustments to reconcile net earnings
    to net cash provided by operating activities:
    Net loss on early extinguishment of debt                                                 -               2,522              -
    Depreciation of property, plant and equipment                                         43,707            46,095           44,468
    Amortization of intangible and other assets                                           12,060            12,060           12,060
    Asset impairment charges                                                              18,000               -                -
    Other, net (includes gains on sale of  investments)                                  (11,586)            1,602            2,172
    (Increase) decrease in receivables                                                    41,502            (6,419)         (21,221)
    (Increase) decrease in inventories                                                    33,070            (9,059)          21,987
    Increase in prepaid expenses and intangible and other assets                          (6,789)           (7,737)          (2,872)
    Increase (decrease) in accounts payable,
      accrued interest expense and other accrued expenses                                  7,224            (9,226)         (12,861)
    Decrease in net deferred tax liabilities                                              (8,356)           (2,788)          (5,390)
    Decrease in other long-term liabilities                                               (2,156)             (807)          (1,687)
--------------------------------------------------------------------------------- ---------------- ----------------- --------------
  Net cash provided by operating activities                                              184,706           132,144          148,566
--------------------------------------------------------------------------------- ---------------- ----------------- --------------

Cash flows from investing activities:
  Acquisition of business, net of cash acquired                                         (176,235)              -                -
  Proceeds from the disposal of assets                                                    18,197               316              451
  Additions to property, plant and equipment                                             (22,991)          (53,310)         (48,951)
--------------------------------------------------------------------------------- ---------------- ----------------- --------------

  Net cash used by investing activities                                                 (181,029)          (52,994)         (48,500)
--------------------------------------------------------------------------------- ---------------- ----------------- --------------

Cash flows from financing activities:
  Payments for debt issuance costs                                                           -              (2,090)             -
  Additions to long-term debt                                                            140,000           486,500              -
  Payments of long-term debt                                                            (147,600)         (559,600)         (54,100)
  Proceeds from the issuance of treasury stock                                             5,024             3,237            7,943
  Purchase of treasury stock                                                                 -                 -            (59,720)
--------------------------------------------------------------------------------- ---------------- ----------------- --------------
  Net cash used by financing activities                                                   (2,576)          (71,953)        (105,877)
--------------------------------------------------------------------------------- ---------------- ----------------- --------------

Net increase(decrease) in cash and cash equivalents                                        1,101             7,197           (5,811)
Cash and cash equivalents at beginning of period                                          14,606             7,409           13,220
--------------------------------------------------------------------------------- ---------------- ----------------- --------------

Cash and cash equivalents at end of period                                             $  15,707         $  14,606         $  7,409
================================================================================= ================ ================= ==============

Supplemental Disclosure:
  Cash payments for income taxes, net                                                  $  26,083         $  63,120         $ 68,100
================================================================================= ================ ================= ==============
  Cash payments for interest                                                           $  28,940         $  30,873         $ 40,070
================================================================================= ================ ================= ==============
  Issuance of common stock for acquisition                                             $ 110,640         $     -           $    -
================================================================================= ================ ================= ==============


See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>


                                         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


------------------------------------------------------------------------ -------------------------------------------------------
(Dollars in thousands)                                                                      Year Ended December 31,
                                                                         -------------------------------------------------------
                                                                                      2001             2000               1999
------------------------------------------------------------------------ ------------------- ---------------- ------------------
<S>                                                                                 <C>              <C>               <C>
Common Stock:
  Beginning balance                                                               $ 52,277         $ 52,277           $ 52,277
  Stock issued for acquisition of business                                           4,000              -                  -
------------------------------------------------------------------------ ------------------- ---------------- ------------------
  Ending balance                                                                  $ 56,277         $ 52,277           $ 52,277
------------------------------------------------------------------------ ------------------- ---------------- ------------------

Paid-In Capital:
  Beginning balance                                                               $118,360         $120,326           $127,513
  Stock plans activity (Note 8)                                                     (5,531)          (1,966)            (7,187)
  Stock issued for acquisition of business                                         106,640              -                  -
------------------------------------------------------------------------ ------------------- ---------------- ------------------
  Ending balance                                                                  $219,469         $118,360           $120,326
------------------------------------------------------------------------ ------------------- ---------------- ------------------

Retained Earnings:
  Beginning balance                                                               $462,473         $356,572           $244,662
  Net earnings                                                                      58,030          105,901            111,910
------------------------------------------------------------------------ ------------------- ---------------- ------------------
  Ending balance                                                                  $520,503         $462,473           $356,572
------------------------------------------------------------------------ ------------------- ---------------- ------------------

Accumulated Other Comprehensive Income:
  Beginning balance                                                               $    -           $    -             $    -
  Cumulative effect of adopting SFAS No. 133                                         2,960              -                  -
  Effect of financial instruments accounted for as hedges                           (8,068)             -                  -
------------------------------------------------------------------------ ------------------- ---------------- ------------------
  Ending balance                                                                  $ (5,108)        $    -             $    -
------------------------------------------------------------------------ ------------------- ---------------- ------------------

Treasury Stock:
  Beginning balance                                                               $(49,205)        $(54,978)          $(10,943)
  Stock plans activity (Note 8)                                                     17,723            5,773             15,685
  Purchase of treasury shares
    (3,123,200 shares)                                                                 -                -              (59,720)
------------------------------------------------------------------------ ------------------- ---------------- ------------------
  Ending balance                                                                  $(31,482)        $(49,205)          $(54,978)
------------------------------------------------------------------------ ------------------- ---------------- ------------------

Total Shareholders' Equity                                                        $759,659         $583,905           $474,197
======================================================================== =================== ================ ==================

Comprehensive Income:
  Net earnings                                                                    $ 58,030         $105,901           $111,910
  Cumulative effect of adopting SFAS No. 133                                         2,960              -                  -
  Effect of financial instruments accounted for as hedges                           (8,068)             -                  -
------------------------------------------------------------------------ ------------------- ---------------- ------------------
                                                                                  $ 52,922         $105,901           $111,910
======================================================================== =================== ================ ==================



See accompanying notes to consolidated financial statements.


</TABLE>

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  (Dollars in thousands except per share data)

1. The Company

     Furniture Brands International,  Inc. (referred to herein as the "Company")
is one of the largest home furniture  manufacturers in the United States. During
the year ended  December  31,  2001,  the  Company had three  primary  operating
subsidiaries:  Broyhill Furniture  Industries,  Inc.; Lane Furniture Industries,
Inc.;  and  Thomasville  Furniture  Industries,  Inc. On December 28, 2001,  the
Company  acquired  substantially  all of the assets and  liabilities of Henredon
Furniture Industries, Drexel Heritage Furnishings and Maitland-Smith.

     Substantially all of the Company's sales are made to unaffiliated furniture
retailers.  The Company has a  diversified  customer  base with no one  customer
accounting  for  10% or  more  of  consolidated  net  sales  and  no  particular
concentration of credit risk in one economic sector.  Foreign operations and net
sales are not material.

2.   Significant Accounting Policies

     The significant accounting policies of the Company are set forth below.

Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reported  period.  Actual results are likely to differ from
those estimates but management believes such differences are not significant.

Principles of Consolidation

     The consolidated  financial  statements include the accounts of the Company
and  all  of  its  subsidiaries.  All  material  intercompany  transactions  are
eliminated in consolidation.  The Company's fiscal year ends on December 31. The
operating  companies  included in the consolidated  financial  statements report
their  results  of  operations  as of  the  Saturday  closest  to  December  31.
Accordingly,  the  results of  operations  will  periodically  include a 53-week
fiscal year. Fiscal years 2001, 2000, and 1999 were 52-week years.

Cash and Cash Equivalents

     The Company considers all short-term  investments with an original maturity
of three  months  or less to be cash  equivalents.  Short-term  investments  are
recorded at amortized cost, which approximates market.

Inventories

     Inventories  are  stated  at the  lower of cost  (first-in,  first-out)  or
market.


Property, Plant and Equipment

     Property,   plant  and  equipment  are  recorded  at  cost  when  acquired.
Depreciation  is calculated  using both  accelerated and  straight-line  methods
based on the estimated  useful lives of the respective  assets,  which generally
range from 3 to 45 years for buildings and  improvements  and from 3 to 12 years
for machinery and equipment.

Intangible Assets

     Intangible  assets  consist  of  goodwill  and  trademarks  and  have  been
amortized on a straight-line basis over 20 to 40 - year periods.  Effective with
the  Company's  adoption  of SFAS No.  142 on  January  1,  2002,  goodwill  and
intangible assets with indefinite lives will no longer be amortized, but instead
tested  for  impairment.  Intangible  assets  will be  reviewed  for  impairment
annually or whenever  events or changes in business  circumstances  indicate the
carrying  value of the  assets  may not be  recoverable.  Impairment  losses are
recognized  if expected  future  cash flows of the related  assets are less than
their carrying values.

Fair Value of Financial Instruments

     The Company  considers the carrying  amounts of cash and cash  equivalents,
receivables, and accounts payable to approximate fair value because of the short
maturity of these financial instruments.

     Amounts  outstanding  under  long-term debt agreements are considered to be
carried on the financial  statements at their estimated fair values because they
were entered  into  recently  and/or  accrue  interest at rates which  generally
fluctuate with interest rate trends.

     The Company  periodically  uses interest rate swap  agreements  (derivative
financial instruments) to hedge risk associated with its floating rate long-term
debt.  Effective  January 1, 2001 the Company  adopted  Statement  of  Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities",  which requires that all derivative  instruments be recorded on the
balance  sheet as an  asset or  liability  with any gain or loss  recorded  as a
component  of  accumulated  other  comprehensive   income  until  recognized  in
earnings.  The fair value of the swap  agreements  is based upon  quoted  market
prices.  The net  amount to be paid or  received  under the  interest  rate swap
agreements is recorded as a component of interest expense.

Revenue Recognition

     The Company  recognizes  revenue  when  finished  goods are  shipped,  with
appropriate provisions for returns and uncollectible accounts.

Advertising Costs

     Advertising costs are expensed when first aired or distributed. Advertising
costs for 2001, 2000 and 1999 were $57,453, $57,111 and $58,039 respectively.

Income Taxes

     Deferred tax assets and liabilities are recognized for the estimated future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
basis.  Deferred tax assets and liabilities are measured using enacted tax rates
in effect for the year in which those  temporary  differences are expected to be
recovered or settled. The effect of a change in tax rates on deferred tax assets
and  liabilities  is  recognized  in  income in the  period  that  includes  the
enactment date.

Stock-Based Compensation

     The Company accounts for stock-based compensation using the intrinsic value
method.

3.   Restructuring and Asset Impairment Charges

     During 2001,  the Company  implemented  a plan to reduce its domestic  case
goods manufacturing capacity. This plan included the closing of 12 manufacturing
facilities and a permanent reduction of approximately 20% of the company's total
employment.  Pretax  restructuring  and impairment  charges of $26,352 have been
recorded during 2001 of which $18,000 relates to a fixed asset impairment charge
for properties and machinery and equipment of the closed facilities. The balance
consisting  of $5,913  charged  to cost of  operations  and  $2,439  charged  to
selling,  general and administrative  expenses relates to employee severance and
benefits costs and plant shutdown costs.

     As of December 31, 2001, $1,000 of the restructuring  charges were included
as an accrued expense in current liabilities.

4.   Acquisition of Business

     On December 28, 2001, the Company acquired  substantially all of the assets
and liabilities of Henredon Furniture  Industries,  Drexel Heritage  Furnishings
and Maitland-Smith for $287,140. The acquisition  establishes the Company as the
furniture  industry's  only  full-line  resource  in all middle and upper  price
categories.  The purchase price, including capitalized expenses of approximately
$1,500,  consisted  of  $176,500  paid in cash and four  million  shares  of the
Company's common stock valued at $110,640.  The value of the common stock issued
was determined  based on the average market price over the two-day period before
and after the terms of the acquisition  were agreed to and announced.  Since the
acquisition  occurred near the last business day of 2001, it is reflected in the
Company's  consolidated  balance  sheet as of December  31, 2001;  however,  the
Company's  consolidated results of operations for 2001 do not include any of the
operations of the acquired companies.

     The estimated fair value of the assets acquired and liabilities  assumed at
the date of the acquisition are as follows:

--------------------------------------------------------------------------------
    Accounts receivable                                                 $ 49,191
    Inventories                                                          108,389
    Other current assets                                                   6,262
    Property plant and equipment                                          68,095
    Intangible assets                                                     90,962
    Other long-term assets                                                 1,289
--------------------------------------------------------------------------------
      Total assets acquired                                             $324,188
--------------------------------------------------------------------------------
    Current liabilities                                                 $ 30,481
    Other long-term liabilities                                            6,567
--------------------------------------------------------------------------------
      Total liabilities assumed                                           37,048
--------------------------------------------------------------------------------
      Net assets acquired                                               $287,140
================================================================================

     The Company is in the process of obtaining  third-party  valuations  of the
assets; thus, the allocation of the purchase price is subject to change.

     The following  unaudited summary,  prepared on a pro forma basis,  combines
the  consolidated  results of  operations  of the Company for 2001 and 2000 with
those of the  acquired  companies  as if the  transaction  had  occurred  at the
beginning of each year presented.

<TABLE>
<CAPTION>

  -------------------------------------------------------------- ------------------------------------------------------
                                                                                        Year Ended December 31,
                                                                                    2001                          2000
  -------------------------------------------------------------- ------------------------ -----------------------------
<S>                                                                           <C>                           <C>
  Net sales                                                                   $2,311,647                    $2,620,151
  Earnings before extraordinary item                                              68,260                       127,507
  Net earnings                                                                $   68,260                    $  127,507

  Net earnings per common share - diluted:
    Earnings before extraordinary item                                        $     1.23                    $     2.34
    Net earnings                                                              $     1.23                    $     2.34
  -------------------------------------------------------------- ------------------------ -----------------------------

     Such pro  forma  amounts  are not  necessarily  indicative  of what  actual
consolidated  results of operations  might have been if the acquisition had been
effective at the beginning of each year presented.

5.   Inventories

     Inventories are summarized as follows:

--------------------------------------------------------------- ----------------------------- ----------------------------
                                                                                December 31,                 December 31,
                                                                                       2001                         2000
--------------------------------------------------------------- ----------------------------- ----------------------------
Finished products                                                                  $187,523                     $125,491
Work-in-process                                                                      69,507                       61,932
Raw materials                                                                       112,743                      107,031
--------------------------------------------------------------- ----------------------------- ----------------------------
                                                                                   $369,773                     $294,454
=============================================================== ============================= ============================

6.   Intangible Assets

     Intangible assets include the following:

---------------------------------------------------------------------- ---------------------- ----------------------------
                                                                                December 31,                 December 31,
                                                                                       2001                         2000
---------------------------------------------------------------------- ---------------------- ----------------------------

Intangible assets, at cost:
   Goodwill                                                                        $239,173                     $239,173
   Trademarks and trade names                                                       156,828                      156,828
   Intangibles from acquisition                                                      90,962                          -
---------------------------------------------------------------------- ---------------------- ----------------------------
                                                                                    486,963                      396,001
   Less accumulated amortization                                                    119,658                      106,106
---------------------------------------------------------------------- ---------------------- ----------------------------
                                                                                   $367,305                     $289,895
====================================================================== ====================== ============================


7.   Long-Term Debt

     Long-term debt consists of the following:

---------------------------------------------------------------------- ---------------------- ----------------------------
                                                                                December 31,                 December 31,
                                                                                       2001                         2000
---------------------------------------------------------------------- ---------------------- ----------------------------
Revolving credit facility (unsecured)                                             $ 440,000                    $ 446,000
Other                                                                                14,400                       16,000
---------------------------------------------------------------------- ---------------------- ----------------------------
                                                                                  $ 454,400                    $ 462,000
====================================================================== ====================== ============================

</TABLE>


<PAGE>


The following discussion summarizes certain provisions of the long-term debt.

Revolving Credit Facility

     The revolving  credit facility is an unsecured,  five-year  facility with a
commitment  of $630,000.  The facility  allows for issuance of letters of credit
and cash borrowings.  Letter of credit  outstandings are limited to no more than
$150,000,   with  cash  borrowings   limited  only  by  the  facility's  maximum
availability less letters of credit outstanding.

     Currently,  for  letter  of  credit  issuances,  a fee of 0.75%  per  annum
(subject to  increase/decrease  based upon the Company  achieving certain credit
ratings  from  Standard & Poor's and Moody's) is assessed for the account of the
lenders  ratably.  A further  fee of 0.125% is  assessed  on standby  letters of
credit  representing  a  facing  fee.  A  customary  administrative  charge  for
processing  letters of credit is also  payable  to the  relevant  issuing  bank.
Letter of credit fees are payable quarterly in arrears.

     Cash borrowings under the revolving credit facility bear interest at a base
rate or at an adjusted  Eurodollar rate plus an applicable  margin which varies,
depending upon the type of loan the Company executes. The applicable margin over
the base rate and adjusted  Eurodollar rate is subject to adjustment  based upon
achieving certain credit ratings.  At December 31, 2001, loans outstanding under
the  revolving  credit  facility  consisted  of $300,000  based on the  adjusted
Eurodollar rate and $140,000 based on the base rate,  which in conjunction  with
the interest rate swaps have a weighted average interest rate of 4.87%.

     At December 31, 2001, there were $440,000 of cash borrowings and $32,464 in
letters of credit  outstanding  under the revolving credit facility,  leaving an
excess of $157,536 available under the facility.

     The revolving credit facility has no mandatory principal payments; however,
the  commitment  matures on June 7, 2005.  The facility  requires the Company to
meet certain financial covenants including a minimum  consolidated net worth and
maximum leverage ratio. In addition,  the facility  requires  repayment upon the
occurrence of a change of control of the Company.

Other

     Other  long-term  debt  consists of various  industrial  revenue bonds with
interest rates ranging from approximately 4.0% to 9.0%.

Interest Rate Swap Agreements

     In May 2001, in order to reduce the impact of changes in interest  rates on
its floating rate long-term  debt, the Company  entered into three interest rate
swap  agreements  each  having  a  notional  amount  of  $100.0  million  and  a
termination  date in May 2004.  The Company  pays the  counterparties  a blended
fixed  rate of 4.93% per annum and  receives  payment  based  upon the  floating
three-month LIBOR rate.

Other Information

     The Company has no mandatory  long-term  debt payments until 2005, at which
time $448,000 matures.

8.   Common Stock

     The Company's restated certificate of incorporation  includes authorization
to issue up to 100 million  shares of common stock with a $1.00 per share stated
value. As of December 31, 2001,  56,277,066  shares of common stock were issued.
It is not presently  anticipated  that dividends will be paid on common stock in
the foreseeable future.

     The Company has been authorized by its Board of Directors to repurchase its
common  stock  from  time  to  time  in  open  market  or  privately  negotiated
transactions. Common stock repurchases are recorded as treasury stock and may be
used for general corporate purposes.  In 1999, the Company repurchased 3,123,200
shares for $59,720. As of December 31, 2001, the Company has Board of Directors'
authorization for the repurchase of an additional $100,000 of its common stock.


     Shares of common stock were reserved for the following purposes at December
31, 2001:
<TABLE>
<CAPTION>

                                                                                                         Number of Shares
-------------------------------------------------------------------- -----------------------------------------------------
<S>                                                                                                               <C>
Common stock options:
  Granted                                                                                                       4,298,916
  Available for grant                                                                                             816,740
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                5,115,656
==========================================================================================================================
</TABLE>

     On April 29, 1999, stockholders approved the 1999 Long-Term Incentive Plan.
The plan  provided for a total of  2,250,000  shares plus all  remaining  shares
available  for grant or which  become  available  for grant due to  cancellation
under the 1992 Stock  Option Plan.  The plan is  administered  by the  Executive
Compensation  and Stock Option  Committee of the Board of Directors  and permits
certain key  employees  to be granted  nonqualified  options,  performance-based
options,  restricted stock, or combinations  thereof.  Options must be issued at
market value on the date of grant and expire in a maximum of ten years.

     In 1999,  the  Company  issued  79,000  shares  of  restricted  stock.  The
restricted  shares vest over  various  periods  from 2 to 5 years.  The deferred
compensation  expense  is  amortized  to  expense  over the  period  of time the
restrictions  are in  place  and the  unamortized  portion  is  classified  as a
reduction of paid-in-capital in the Company's consolidated balance sheets.

     Changes in options granted and outstanding are summarized as follows:
<TABLE>
<CAPTION>

------------------------------------ ------------------------------------------------------------------------------------
                                                                   Year Ended December 31,
                                     ------------------------------------------------------------------------------------
                                                 2001                          2000                      1999
                                     ---------------------------- --------------------------- ---------------------------
                                     --------------- ------------ --------------- ----------- ------------- -------------
                                                         Average                     Average                     Average
                                            Shares         Price         Shares        Price       Shares          Price
                                     --------------- ------------ --------------- ----------- ------------- -------------
<S>                                      <C>              <C>         <C>             <C>       <C>               <C>
Beginning of period                      4,345,634        $13.61      4,027,063       $12.67    4,018,581         $ 9.37
Granted                                    954,900         24.00        734,600        16.70      772,600          23.49
Exercised                                 (937,093)         5.36       (305,300)        6.83     (662,141)          6.02
Cancelled                                  (64,525)        24.48       (110,729)       18.60     (101,977)          7.91
------------------------------------ --------------- ------------ --------------- ----------- ------------- -------------
End of period                            4,298,916        $17.55      4,345,634       $13.61    4,027,063         $12.67
==================================== =============== ============ =============== =========== ============= =============
Exercisable at
   end of period                         2,324,391                    2,591,726                 2,342,822
==================================== =============== ============ =============== =========== ============= =============
Weighted average fair
   value of options granted                               $12.40                      $ 9.52                      $13.03
==================================== =============== ============ =============== =========== ============= =============

</TABLE>


<PAGE>


     Had compensation cost for the Company's stock-based  compensation plan been
determined  consistent  with SFAS No. 123,  the  Company's  net earnings and net
earnings per share would have been as follows:
<TABLE>
<CAPTION>


---------------------------------------------------- ---------------------------------------------------------------------
                                                                           Year Ended December 31,
                                                     ---------------------------------------------------------------------
                                                                       2001                   2000                   1999
---------------------------------------------------- ----------------------- ---------------------- ----------------------
Net earnings
<S>                                                                 <C>                   <C>                    <C>
 As reported                                                        $58,030               $105,901               $111,910
 Pro forma                                                           52,648                101,819                108,600

Net earnings per share - basic
 As reported                                                        $  1.15               $   2.14               $   2.20
 Pro forma                                                             1.05                   2.06                   2.13

Net earnings per share - diluted
 As reported                                                        $  1.13               $   2.10               $   2.14
 Pro forma                                                             1.04                   2.05                   2.10
==================================================== ======================= ====================== ======================
</TABLE>

     The weighted  average fair value of options  granted is estimated as of the
date of grant using the  Black-Scholes  option  pricing model with the following
weighted average assumptions: risk free interest rate of 4.9%, 5.7%, and 5.0% in
2001, 2000, and 1999, respectively; expected dividend yield of 0% for all years;
expected life of 7 years for all years and expected  volatility of 47%, 47%, and
46% for 2001, 2000, and 1999, respectively.

     Summarized  information regarding stock options outstanding and exercisable
at December 31, 2001 follows:
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------
                                                 Outstanding                                       Exercisable
                        ---------------------------------------------------------        --------------------------------
Range of                                                Average
Exercise                                            Contractual          Average                                 Average
Prices                                Shares               Life            Price                  Shares           Price
----------------------- --------------------- ------------------ ---------------- ------ ---------------- ---------------
<S>                                 <C>                    <C>           <C>                    <C>              <C>
Up to $10                            796,441                2.1           $ 6.97                 796,441          $ 6.97
$10 - $20                          1,512,075                5.5            14.64                 972,050           13.64
Over $20                           1,990,400                6.9            24.00                 555,900           24.04
----------------------- --------------------- ------------------ ---------------- ------ ---------------- ---------------
                                   4,298,916                5.5           $17.55               2,324,391          $13.84
======================= ===================== ================== ================ ====== ================ ===============
</TABLE>

     Weighted  average  shares used in the  computation of basic and diluted net
earnings per common share for 2001, 2000, and 1999 are as follows:

<TABLE>
<CAPTION>

--------------------------------------------------------------- ----------------------------------------------------------
                                                                                 Year Ended December 31,
                                                                ----------------------------------------------------------
                                                                              2001                2000               1999
                                                                ------------------- ------------------- ------------------
<S>                                                                       <C>                  <C>                 <C>
Weighted average shares used for
 basic net earnings per common share                                    50,356,763          49,531,931         50,967,973
Effect of dilutive securities:
 Stock options                                                             968,227             910,805          1,366,611
--------------------------------------------------------------- ------------------- ------------------- ------------------
Weighted average shares used for
 diluted net earnings per common share                                  51,324,990          50,442,736         52,334,584
=============================================================== =================== =================== ==================
</TABLE>

     Excluded from the computation of diluted net earnings per common share were
options to purchase  79,000 and 1,163,700  shares at an average price of $30.84,
and $23.81 per share during 2001 and 2000, respectively. These options have been
excluded from the diluted earnings per share  calculation  since their impact is
anti-dilutive.


<PAGE>


9.   Income Taxes

          Income tax expense was comprised of the following:
<TABLE>
<CAPTION>


-------------------------------------------------------------------------------------------------------------------------
                                                                  Year Ended December 31,
                                   --------------------------------------------------------------------------------------
                                                         2001                         2000                         1999
---------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                                                   <C>                          <C>                              <C>
Current:
 Federal                                              $34,672                      $55,191                      $62,108
 State and local                                          562                        5,171                        8,136
---------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                       35,234                       60,362                       70,244
Deferred                                               (5,570)                      (2,788)                      (5,390)
---------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                      $29,664                      $57,574                      $64,854
================================== ============================ ============================ ============================

     The  following  table  reconciles  the  differences   between  the  federal
corporate statutory rate and the Company's effective income tax rate:

==========================================================================================================================
                                                                                   Year Ended December 31,
                                                                     -----------------------------------------------------
                                                                               2001               2000              1999
-------------------------------------------------------------------- ----------------- ----------------- -----------------

Federal corporate statutory rate                                               35.0%              35.0%             35.0%
State and local income taxes, net of
  federal tax benefit                                                           0.4                1.7               2.5
Nondeductible amortization of intangible assets                                 2.9                1.5               1.5
Dividend exclusion                                                               -                (1.1)               -
Adjustments to income tax reserves                                             (4.3)                -                0.3
Other                                                                          (0.2)              (2.4)             (2.6)
-------------------------------------------------------------------- ----------------- ----------------- -----------------
Effective income tax rate                                                      33.8%              34.7%             36.7%
==================================================================== ================= ================= =================

     The sources of the tax effects for temporary  differences that give rise to
the deferred tax assets and liabilities were as follows:

------------------------------------------------------------------------ ------------------------ -----------------------
                                                                                    December 31,            December 31,
                                                                                           2001                    2000
------------------------------------------------------------------------ ------------------------ -----------------------
Deferred tax assets attributable to:
 Expense accruals                                                                      $ 16,579                $ 15,293
 Valuation reserves                                                                      16,858                  11,811
 Asset impairment charges                                                                 6,193                     -
 Employee pension and other benefit plans                                                 1,375                   3,605
 Fair market value adjustments -
  account receivable                                                                      1,453                     -
 Inventory costs capitalized                                                                201                   1,560
 Other                                                                                    2,366                   2,805
------------------------------------------------------------------------ ------------------------ -----------------------
  Total deferred tax assets                                                              45,025                  35,074
------------------------------------------------------------------------ ------------------------ -----------------------
Deferred tax liabilities attributable to:
 Fair value adjustments                                                                 (73,109)                (68,744)
 Depreciation                                                                            (7,828)                 (8,099)
 Fair market value adjustments -
  accounts receivable                                                                       -                    (2,530)
 Other                                                                                   (6,960)                 (9,679)
------------------------------------------------------------------------ ------------------------ -----------------------
  Total deferred tax liabilities                                                        (87,897)                (89,052)
------------------------------------------------------------------------ ------------------------ -----------------------
  Net deferred tax liabilities                                                         $(42,872)               $(53,978)
======================================================================== ======================== =======================
</TABLE>



<PAGE>


10.  Employee Benefits

     The  Company   sponsors  or  contributes   to  retirement   plans  covering
substantially  all  employees.  The total cost of all plans for 2001,  2000, and
1999 was $1,425, $2,090, and $5,649, respectively.

Company-Sponsored Defined Benefit Plans

     Annual cost for defined  benefit  plans is  determined  using the projected
unit credit actuarial method. Prior service cost is amortized on a straight-line
basis over the average remaining service period of employees expected to receive
benefits.

     It is the Company's  practice to fund pension costs to the extent that such
costs are tax deductible and in accordance with ERISA. The assets of the various
plans  include  corporate  equities,   government  securities,   corporate  debt
securities and insurance contracts. The table below summarizes the funded status
of the Company-sponsored defined benefit plans.
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                                                                          December 31,           December 31,
                                                                                                 2001                   2000
--------------------------------------------------------------------------------- --------------------- ----------------------
<S>                                                                                            <C>                  <C>
Change in projected benefit obligation:
 Projected benefit obligation - beginning of year                                            $323,511               $313,756
 Service cost                                                                                   9,372                  8,665
 Interest cost                                                                                 23,315                 22,522
 Actuarial gain                                                                                (4,759)                (3,298)
 Benefits paid                                                                                (19,258)               (18,134)
--------------------------------------------------------------------------------- --------------------- ----------------------
   Projected benefit obligation - end of year                                                $332,181               $323,511
--------------------------------------------------------------------------------- --------------------- ----------------------
Change in plan assets:
 Fair value of plan assets - beginning of year                                               $354,356               $361,890
 Actual return on plan assets                                                                 (16,284)                 9,402
 Employer contributions                                                                         1,319                  1,198
 Benefits paid                                                                                (19,258)               (18,134)
--------------------------------------------------------------------------------- --------------------- ----------------------
   Fair value of plan assets - end of year                                                   $320,133               $354,356
--------------------------------------------------------------------------------- --------------------- ----------------------

 Funded status                                                                               $(12,048)              $ 30,845
 Unrecognized net (gain) loss                                                                  20,177                (26,807)
 Unrecognized prior service cost                                                                  824                  1,336
--------------------------------------------------------------------------------- --------------------- ----------------------
   Prepaid pension cost                                                                      $  8,953               $  5,374
================================================================================= ===================== ======================
</TABLE>



<PAGE>


         Net periodic pension cost for 2001, 2000, and 1999 included the
following components:
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------
                                                                                        Year Ended December 31,
                                                                            ------------------------------------------------
                                                                                      2001            2000            1999
--------------------------------------------------------------------------- ---------------- --------------- ---------------
<S>                                                                               <C>             <C>              <C>
Service cost-benefits earned during the period                                    $  9,372        $  8,665         $ 8,379
Interest cost on the projected benefit obligation                                   23,315          22,522          21,905
Expected return on plan assets                                                     (32,655)        (31,840)        (29,193)
Net amortization and deferral                                                       (2,291)         (2,914)         (1,230)
--------------------------------------------------------------------------- ---------------- --------------- ---------------
Net periodic pension (income) expense                                             $ (2,259)       $ (3,567)        $  (139)
=========================================================================== ================ =============== ===============
</TABLE>


     Employees are covered primarily by noncontributory plans, funded by Company
contributions to trust funds,  which are held for the sole benefit of employees.
Monthly  retirement  benefits  are based  upon  service  and pay with  employees
becoming vested upon completion of five years of service.

     The expected  long-term rate of return on plan assets was 9.0% in all years
presented.  Measurement  of the projected  benefit  obligation  was based upon a
weighted  average  discount rate of 7.25% and a long-term  rate of  compensation
increase of 4.5% for all years presented.

Other Retirement Plans and Benefits

     In addition to defined benefit plans,  the Company makes  contributions  to
defined  contribution  plans and sponsors  employee  savings plans.  The cost of
these plans is included in the total cost for all plans reflected above.

11.  Extraordinary Item - Early Extinguishment of Debt

     In conjunction  with the June 7, 2000,  refinancing of an existing  secured
credit agreement,  the Company charged to results of operations  $2,522,  net of
income tax  benefit of $1,520,  representing  the  deferred  financing  fees and
expenses  pertaining to the refinanced  facility.  The charge was recorded as an
extraordinary item.

12.  Commitments and Contingent Liabilities

     Certain of the Company's  real  properties and equipment are operated under
lease  agreements.  Rental  expense  under  operating  leases  totaled  $18,900,
$18,514,  and $17,417 for 2001,  2000,  and 1999,  respectively.  Annual minimum
payments under operating  leases  (including the companies  acquired on December
28, 2001) are $19,538,  $16,525,  $13,609,  $8,848,  and $6,487 for 2002 through
2006,  respectively.  Future  minimum lease  payments  under  operating  leases,
reduced by minimum  rentals  from  subleases  of $1,250 at  December  31,  2001,
aggregate $94,220.

     The Company has  provided  guarantees  related to store  leases for certain
independent  dealers opening  Thomasville  Home  Furnishings  Stores.  The total
future lease payments guaranteed at December 31, 2001 were $54,329.  The Company
believes the risk of significant loss from these lease guarantees is remote.

     The  Company  is or may  become a  defendant  in a  number  of  pending  or
threatened legal proceedings in the ordinary course of business.  In the opinion
of  management,  the  ultimate  liability,  if any, of the Company from all such
proceedings  will not  have a  material  adverse  effect  upon the  consolidated
financial position or results of operations of the Company and its subsidiaries.


<PAGE>


13.  Other Income, Net

     Other income, net for 2001 totaled $10,599 compared to $9,772 for 2000. For
2001,  other income  consisted of interest on  short-term  investments  of $844,
other  miscellaneous  income and expense items totaling $1,755 and non-operating
income  of  $8,000.  The  non-operating  income  results  from  the  sale of the
Company's investment in a company which leases exhibition space to furniture and
accessory  manufacturers,  partially  offset by additions to reserves related to
certain discontinued operations.

     For 2000, other income  consisted of interest on short-term  investments of
$538, a cash dividend  (nonrecurring) of $7,642 received by the Company relating
to its  minority  investment  in a  company  which  leases  exhibition  space to
furniture  and  accessory  manufacturers,  and other  miscellaneous  income  and
expense items totaling $1,592.

     Other income for 1999  consisted of interest on short-term  investments  of
$388 and other miscellaneous income and expense items totaling $2,196.


<PAGE>




14.  Quarterly Financial Information (Unaudited)

         Following is a summary of unaudited quarterly information:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------
                                                                Fourth           Third           Second             First
                                                               Quarter         Quarter          Quarter           Quarter
==========================================================================================================================
Year ended December 31, 2001:
<S>                                                           <C>             <C>              <C>               <C>
  Net sales                                                   $476,801        $448,682         $459,648          $506,182
  Gross profit                                                 114,417         112,321          114,725           125,331
  Net earnings                                                $ 22,831        $ 13,871         $  1,647          $ 19,681

  Net earnings per common share:
    Basic                                                     $   0.45        $   0.27         $   0.03          $   0.39
    Diluted                                                   $   0.44        $   0.27         $   0.03          $   0.39

  Common stock price range:
    High                                                      $  32.41          $29.17         $  28.00          $  26.76
    Low                                                       $  18.91          $18.25         $  22.55          $  20.44
==========================================================================================================================
Year ended December 31, 2000:
  Net sales                                                  $519,467         $499,746         $533,079          $563,947
  Gross profit                                                130,066          126,812          141,547           148,434
  Net earnings:
    Earnings before extraordinary item                         24,307           23,373           30,143            30,600
    Extraordinary item                                            -                -             (2,522)              -
    Total                                                    $ 24,307         $ 23,373         $ 27,621          $ 30,600

  Net earnings per common share - basic:
    Earnings before extraordinary item
    Extraordinary item                                       $   0.49         $   0.47         $   0.61          $   0.62
    Total                                                         -                -              (0.05)              -
                                                             $   0.49         $   0.47         $   0.56          $   0.62
  Net earnings per common share - diluted:
    Earnings before extraordinary item
    Extraordinary item
    Total                                                    $   0.48         $   0.46         $   0.60          $   0.61
                                                                  -                -              (0.05)              -
  Common stock price range:                                  $   0.48         $   0.46         $   0.55          $   0.61
    High
    Low
                                                             $  21.69         $  18.56         $  21.69          $  19.69
                                                             $  14.94         $  14.06         $  14.25          $  14.56
--------------------------------------------------------------------------------------------------------------------------

</TABLE>

     The  Company has not paid cash  dividends  on its common  stock  during the
three years ended  December 31, 2001.  The closing market price of the Company's
common stock on December 31, 2001 was $32.02 per share.

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

     Not applicable.



<PAGE>



                                    PART III

Item 10. Directors and Executive Officers of the Registrant

     The sections  entitled  "Nominees" and "Section 16(a) Beneficial  Ownership
Reporting Compliance" of the Company's Definitive Proxy Statement for the Annual
Meeting of Stockholders on April 25, 2002 are incorporated herein by reference.

<TABLE>
<CAPTION>

Executive Officers of the Registrant


                                                                                                Current        Appointed
       Name                        Age    Position                                            Positions        or Elected
       ----                        ---    --------                                            ---------        ----------
         <S>                       <C>    <C>                                                    <C>                <C>
       *Wilbert G. Holliman        64     President of the Subsidiary -                                              1989
                                           Action Industries, Inc.
                                           Chief Executive Officer of
                                           the Subsidiary - Action
                                           Industries, Inc.                                                          1994
                                          Director                                                   X               1996
                                          President                                                  X               1996
                                          Chief Executive Officer                                    X               1996
                                          Chair of the Board                                         X               1998

       John T. Foy                 54     President and Chief Executive
                                           Officer of the Operating Company -
                                           Lane Furniture Industries, Inc.                           X               1996

       Christian J. Pfaff          53     President and Chief Executive
                                           Officer of the Operating Company-
                                           Thomasville Furniture Industries,
                                           Inc.                                                      X               1997

       Dennis R. Burgette          54     President and Chief Executive
                                           Officer of the Operating Company -
                                           Broyhill Furniture Industries, Inc.                       X               2000

       Daniel M. Grow              55     President and Chief Executive
                                           Officer of the Operating Company-
                                           Drexel Heritage Furniture Industries, Inc.                X               1992


       Seamus Bateson              50     President and Chief Executive Officer
                                           of the Operating Company -
                                           Maitland-Smith Furniture Industries, Inc.                 X               1999


       Michael K. Dugan            61     President and Chief Executive Officer
                                           of the Operating Company -
                                           Henredon Furniture Industries, Inc.                       X               1987

       Lynn Chipperfield           50     General Counsel                                                            1993
                                          Vice-President                                                             1996
                                          Secretary                                                  X               1996
                                          Senior Vice President                                      X               2000
                                          Chief Administrative Officer                               X               2000

       David P. Howard             51     Controller                                                                 1990
                                          Vice-President                                             X               1991
                                          Chief Financial Officer                                    X               1994
                                          Treasurer                                                  X               1996

       Steven W. Alstadt           47     Controller                                                 X               1994
                                          Chief Accounting Officer                                   X               1994


-----------------------
*Member of the Executive Committee
</TABLE>

There are no family  relationships  between any of the executive officers of the
Registrant.

The executive officers are elected at the organizational meeting of the Board of
Directors  which follows the annual  meeting of  stockholders  and serve for one
year and until their successors are elected and qualified.

Each of the  executive  officers has held the same  position or other  positions
with the same employer  during the past five years,  except  Seamus  Bateson who
became President and Chief Executive Officer of Maitland-Smith in 1999 and prior
thereto was President of Rubbermaid Asia Pacific (a manufacturer and marketer of
consumer products).

Item 11.  Executive Compensation

     The sections entitled "Executive Compensation", "Executive Compensation and
Stock Option  Committee  Report on  Executive  Compensation",  "Stock  Options",
"Retirement  Plans",  "Incentive  Agreements"  and  "Performance  Graph"  of the
Company's  Definitive  Proxy Statement for the Annual Meeting of Stockholders on
April 25, 2002 are incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The section entitled "Security Ownership" of the Company's Definitive Proxy
Statement  for the  Annual  Meeting  of  Stockholders  on  April  25,  2002,  is
incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

     None.



<PAGE>


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)  List of documents filed as part of this report:

     1.   Financial Statements:

          Consolidated balance sheets, December 31, 2001 and 2000

          Consolidated  statements  of  operations  for each of the years in the
          three-year period ended December 31, 2001

          Consolidated  statements  of cash  flows  for each of the years in the
          three-year period ended December 31, 2001

          Consolidated  statements of shareholders' equity for each of the years
          in the three-year period ended December 31, 2001

          Notes to consolidated financial statements

          Independent Auditors' Report

     2.   Financial Statement Schedules:

          Valuation and qualifying accounts (Schedule II).

All other schedules are omitted as the required  information is presented in the
consolidated financial statements or related notes or are not applicable.

     3.   Exhibits:

     3(a) Restated  Certificate  of  Incorporation  of the Company,  as amended.
          (Incorporated  by  reference  to  Exhibit  3 (a) to  Furniture  Brands
          International,  Inc.'s  Quarterly  Report on Form 10-Q for the quarter
          ended September 30, 1996.)

     3(b) By-Laws  of  the   Company   revised  and  amended  to  May  6,  1998.
          (Incorporated  by  reference  to  Exhibit  3(a)  to  Furniture  Brands
          International,  Inc.'s  Quarterly  Report on Form 10-Q for the quarter
          ended March 31, 1998.)

     3(c) Rights Agreement,  dated as of July 30, 1998,  between the Company and
          Bank of New York,  as Rights  Agent.  (Incorporated  by  reference  to
          Exhibit 4 (b) to Furniture Brands International, Inc.'s Report on Form
          10-Q for the quarter ended June 30, 1998.)

     3(d) Certificate of Designations, Preferences and Rights of Series A Junior
          Participating  Preferred  Stock  of  the  Company.   (Incorporated  by
          reference to Exhibit 4(c) to Furniture  Brands  International,  Inc.'s
          Report on Form 10-Q for the quarter ended June 30, 1998.)

     4(a) Credit  Agreement,  dated  as of  June 7,  2000,  among  the  Company,
          Broyhill Furniture Industries,  Inc., Lane Furniture Industries, Inc.,
          Thomasville Furniture Industries,  Inc., Various Lenders,  First Union
          National  Bank,  as  Documentation  Agent,  Bank of America,  N.A., as
          Syndication   Agent  and  Deutsche  Bank  AG,  New  York  Branch,   as
          Administrative  Agent.  (Incorporated by reference to Exhibit 4 (a) to
          Furniture Brands  International,  Inc.'s Quarterly Report on Form 10-Q
          for the quarter ended June 30, 2000.)

     4(b) Registration  Rights  Agreement,  made and entered into as of December
          28, 2001,  by and among the Company,  Henredon  Furniture  Industries,
          Inc.,  Drexel  Heritage  Furnishings,   Inc.,  Maitland-Smith,   Inc.,
          Maitland-Smith  Pacific, LTD and Lifestyle  Furnishings  International
          Ltd.  (Incorporated  by  reference  to Exhibit 4 to  Furniture  Brands
          International,  Inc.'s Report on Form 8-K,  dated January 11, 2002, as
          amended on March 14, 2002.)

          No other  long-term debt  instruments are filed since the total amount
          of securities authorized under any such instrument does not exceed 10%
          of  the  total  assets  of  the  Company  and  its  subsidiaries  on a
          consolidated  basis.  The  Company  agrees  to  furnish a copy of such
          instruments to the Securities & Exchange Commission upon request.

     10(a)Furniture  Brands  International,  Inc.'s 1992 Stock Option  Plan,  as
          amended.  (Incorporated  by  reference  to Exhibit 10 (a) to Furniture
          Brands International, Inc.'s Form 10-Q for the quarter ended March 31,
          2000.)

     10(b)Furniture Brands  International,  Inc.'s 2000 Long-Term Incentive Plan
          (Incorporated  by  reference  to  Exhibit 10 (b) to  Furniture  Brands
          International,  Inc.'s  Quarterly  Report on Form 10-Q for the quarter
          ended March 31, 2000.)

     10(c)Form  of  Indemnification   Agreement  between  the  Company  and  the
          Company's directors.

     10(d)Written  description  of bonus plan for  management  personnel of Lane
          Furniture  Industries,  Inc.  (Incorporated by reference to Exhibit 10
          (e) to Furniture  Brands  International,  Inc.'s Annual Report on Form
          10-K for the year ended December 31, 1994.)

     10(e)Retirement Plan for directors.  (Incorporated  by reference to Exhibit
          10 (g) to Furniture Brands International, Inc.'s Annual Report on Form
          10-K for the year ended December 31, 1994.)

     10(f)First  Amendment to Retirement  Plan for Directors.  (Incorporated  by
          reference to Exhibit 10 (e) to Furniture Brands International,  Inc.'s
          Annual Report on Form 10-K for the year ended December 31, 1994.)

     10(g)Furniture  Brands  International,  Inc.  Executive  Incentive Plan, as
          amended on October 25, 2001.

     10(h)Broyhill  Furniture  Industries,  Inc.  Executive  Incentive  Plan, as
          amended on January 24, 2002.

     10(i)Thomasville  Furniture  Industries,  Inc. Executive Incentive Plan, as
          amended on January 24, 2002.

     10(j)Henredon Furniture  Industries,  Inc. Executive  Incentive Plan, dated
          January 24, 2002.

     10(k)Drexel Heritage Furniture  Industries,  Inc. Executive Incentive Plan,
          dated January 24, 2002.

     10(l)Maitland-Smith  Furniture  Industries,  Inc. Executive Incentive Plan,
          dated January 24, 2002.

     10(m)Employment  Agreement,  dated as of April  29,  1997,  between  Action
          Industries,  Inc.  and John T.  Foy.  (Incorporated  by  reference  to
          Exhibit 10 (d) to Furniture  Brands  International,  Inc.'s  Quarterly
          Report on Form 10-Q for the quarter ended March 31, 1997.)

     10(n)Employment  Agreement,  dated  as of  January  1,  2000,  between  the
          Company and Wilbert G. Holliman. (Incorporated by reference to Exhibit
          10 (j) to Furniture Brands International, Inc.'s Annual Report on Form
          10-K for the year ended December 31, 1998.)

     10(o)Employment Agreement,  dated as of August 1, 1996, between the Company
          and Lynn Chipperfield. (Incorporated by reference to Exhibit 10 (c) to
          Furniture Brands International,  Inc.'s Annual Report on Form 10-K for
          the year ended December 31, 1996.)

     10(p)Employment Agreement,  dated as of August 1, 1996, between the Company
          and David P. Howard.  (Incorporated  by reference to Exhibit 10 (d) to
          Furniture Brands  International,  Inc.'s Quarterly Report on Form 10-Q
          for the quarter ended September 30, 1996.)

     10(q)Employment  Agreement,  dated as of  January  29,  1998,  between  the
          Company and Christian J. Pfaff.  (Incorporated by reference to Exhibit
          10 (o) to Furniture Brands International, Inc.'s Annual Report on Form
          10-K for the year ended December 31, 1997.)

     10(r)Employment  Agreement,  dated  as of  January  1,  2000,  between  the
          Company and Dennis R. Burgette.  (Incorporated by reference to Exhibit
          10 (p) to Furniture Brands International, Inc.'s Annual Report on Form
          10-K for the year ended December 31, 1998.)

     10(s)Form of  Agreement  Not To Compete  between the Company and Wilbert G.
          Holliman,  Dennis R. Burgette,  John T. Foy, Christian J. Pfaff, David
          P. Howard,  Lynn Chipperfield and Steven W. Alstadt.  (Incorporated by
          reference to Exhibit 10 (r) to Furniture Brands International,  Inc.'s
          Annual Report on Form 10-K for the year ended December 31, 1998.)

     21   List of Subsidiaries of the Company

     23   Consent of KPMG LLP


(b)  Reports on Form 8-K.

     A Form 8-K was filed on October 30, 2001 announcing  third quarter and nine
     month  operating  results and  projections  for the fourth quarter and full
     year 2001  earnings  per share.  A Form 8-K was filed on  December  7, 2001
     announcing  the signing of an  agreement  of the purchase by the Company of
     substantially  all of the assets of Henredon  Furniture  Industries,  Inc.,
     Drexel  Heritage  Furnishings,  Inc.  and  Maitland-Smith,   Inc.  and  the
     reaffirmation  of earlier  projections for the fourth quarter and full year
     2001.  A Form 8-K was filed on January  11,  2002,  as amended on March 14,
     2002,  announcing  the  acquisition  of  substantially  all the  assets  of
     Henredon Furniture Industries, Inc., Drexel Heritage Furnishings,  Inc. and
     Maitland-Smith,  Inc. A Form 8-K was filed on January 30,  2002  announcing
     fourth  quarter and full year  operating  results and  projections  for the
     first  quarter  and full year  2002.  A Form 8-K was filed on March 4, 2002
     revising projections for the first quarter and full year 2002.


     SHAREHOLDERS  REQUESTING  COPIES OF  EXHIBITS TO FORM 10-K WILL BE SUPPLIED
     ANY OR ALL SUCH EXHIBITS AT A CHARGE OF TEN CENTS PER PAGE.


<PAGE>


<TABLE>
<CAPTION>



                                FURNITURE BRANDS INTERNATIONAL, INC. AND SUBSIDIARIES

                                Index to consolidated Financial Statements and Schedules




                                                                                                         Page No.
   Consolidated Financial Statements:

                   <S>                                                                                      <C>
     Consolidated Balance Sheets as of December 21, 2001 and 2000                                           22

     Consolidated Statements of Operations for Each of the years in the three-year period                   23
         ended December 31, 2001

     Consolidated Statements of Cash Flows for each of the years in the three-year period                   24
        ended December 31, 2001

     Consolidated Statements of Shareholders' Equity for each of the years in the three-                    25
        year period ended December 31, 2001

     Notes to Consolidated Financial Statements                                                             26

     Financial Statement Schedule                                                                           40

     Independent Auditors' Report                                                                           46

   Consolidated Financial Statement Schedules:
                                                                           Schedule
                                                                           --------
     Valuation and qualifying accounts                                         I                             45




</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                                                                                                          Schedule II



                               FURNITURE BRANDS INTERNATIONAL, INC. AND SUBSIDIARIES
                                             Valuation and Qualifying Accounts


                                                                                  Dollars in Thousands
                                               -----------------------------------------------------------------------------------
                                                                                   Additions
                                                Balance at                         Charged to       Deductions       Balance at
                                                 Beginning         Acquired        Costs and           from             End of
Description                                      of Period         Companies        Expenses         Reserves           Period
                                               --------------    --------------  ---------------  ---------------   --------------

Year Ended December 31, 2001
----------------------------
  Allowances deducted from receivables on balance
  sheet:
<S>                                                 <C>                <C>             <C>           <C>                 <C>
    Allowance for doubtful accounts                 $17,906            $2,084          $15,417       $(22,843)(a)        $12,564
    Allowance for cash discounts/
      chargebacks/other                               5,169             2,416            1,263         (2,571)(b)          6,277
                                               --------------    -------------- ---------------   ---------------    -------------
                                                    $23,075            $4,500          $16,680       $ 25,414            $18,841
                                               ==============    ============== ===============   ===============   ==============


Year Ended December 31, 2000
----------------------------
Allowances deducted from receivables on balance
  sheet:
    Allowance for doubtful accounts                 $15,960         $     -            $12,002       $(10,056)(a)        $17,906
    Allowance for cash discounts/
      chargebacks/other                               3,097               -              3,470         (1,398)(b)          5,169
                                              --------------    --------------  ---------------    ---------------   --------------
                                                    $19,057         $     -            $15,472          $(11,454)        $23,075
                                              ==============    ==============  ===============    ===============   ==============


Year Ended December 31, 1999
----------------------------
Allowances deducted form receivables on balance
  sheet:
    Allowance for doubtful accounts                 $15,293         $     -           $ 2,362         $ (1,695)(a)        $15,960
    Allowance for cash discounts/                                         -
      chargebacks/other                               3,040         $     -             1,364           (1,307)(b)          3,097
                                               --------------    ------------   ---------------     --------------   --------------
                                                    $18,333         $     -            $ 3,726        $ (3,002)           $19,057
                                               ==============    ============   ===============     ===============  ==============



  (a)  Uncollectible accounts written off, net of recoveries.
  (b)  Cash discounts taken by customers and claims allowed to customers.

    See accompanying independent auditors' report.

</TABLE>


<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Furniture Brands International, Inc.:



     We have audited the accompanying  consolidated  balance sheets of Furniture
Brands  International,  Inc. and  subsidiaries as of December 31, 2001 and 2000,
and the related  consolidated  statements of operations,  shareholders'  equity,
cash flows and the related financial statement schedule for each of the years in
the three-year  period ended  December 31, 2001.  These  consolidated  financial
statements  and  financial  statement  schedule  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated  financial statements and financial statement schedule based on our
audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material  respects,  the financial  position of Furniture
Brands  International,  Inc. and  subsidiaries as of December 31, 2001 and 2000,
and the results of their  operations  and their cash flows for each of the years
in the three-year  period ended December 31, 2001, in conformity with accounting
principles  generally  accepted in the United  States of America.  Also,  in our
opinion,  the related financial statement schedule,  when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.


KPMG LLP


St. Louis, Missouri
January 24, 2002









<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of Section  13 of 15 (d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                Furniture Brands International, Inc.
                                          (Registrant)


                           By   /s/  Wilbert G. Holliman
                                ------------------------------
                                  Chairman of the Board,
                                  President and Chief
                                  Executive Officer

Date:   March 25, 2002

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated on March 25, 2002.


                 Signature                                    Title

                                                         President and Director
/s/  Wilbert G. Holliman                                 (Principal Executive
-------------------------------------------------         Officer)


/s/  Katherine Button Bell                               Director
-------------------------------------------------

/s/  Bruce A. Karsh                                      Director
-------------------------------------------------

/s/  Donald E. Lasater                                   Director
-------------------------------------------------

/s/  Lee M. Liberman                                     Director
-------------------------------------------------

/s/  Richard B. Loynd                                    Director
-------------------------------------------------

/s/  Malcolm Portera                                     Director
-------------------------------------------------

/s/  Albert E. Suter                                     Director
-------------------------------------------------


<PAGE>



             Signature                                    Title


                                                  Vice-President and Treasurer
/s/  David P. Howard                              (Principal Financial Officer)
------------------------------------------------

                                                  Controller
/s/  Steven W. Alstadt                            (Principal Accounting Officer)
------------------------------------------------




<page>
                                                                 Exhibit 10(c)


                            INDEMNIFICATION AGREEMENT

     This  Indemnification  Agreement,  dated as of January 24, 2002, is made by
and between Furniture Brands  International,  Inc., a Delaware  corporation (the
"Company") and __________________ (the "Indemnitee"), an "agent" (as hereinafter
defined) of the Company.


                                 R E C I T A L S

     A. The  Company  recognizes  that  competent  and  experienced  persons are
reluctant  to serve as  directors  or officers of  corporations  unless they are
protected by comprehensive liability insurance or indemnification,  or both, due
to increased exposure to litigation costs and risks resulting from their service
to such corporations,  and due to the fact that the exposure frequently bears no
reasonable relationship to the compensation of such directors and officers;

     B. The statutes and judicial  decisions  regarding  the duties of directors
and  officers are often  difficult  to apply,  ambiguous,  or  conflicting,  and
therefore fail to provide such  directors and officers with  adequate,  reliable
knowledge of legal risks to which they are exposed or information  regarding the
proper course of action to take;

     C. The Company and the  Indemnitee  recognize  that  plaintiffs  often seek
damages in such large  amounts  and the costs of  litigation  may be so enormous
(whether or not the case is meritorious),  that the defense and/or settlement of
such  litigation  is often  beyond  the  personal  resources  of  directors  and
officers;

     D. The Company believes that it is unfair for its directors and officers to
assume the risk of huge judgments and other expenses which may occur in cases in
which the director or officer received no personal profit and in cases where the
director or officer was not culpable;

     E. The Company,  after  reasonable  investigation,  has determined that the
liability   insurance  coverage  presently  available  to  the  Company  may  be
inadequate  to cover all possible  exposure for which the  Indemnitee  should be
protected.  The  Company  believes  that the  interests  of the  Company and its
shareholders  would best be served by a  combination  of such  insurance and the
indemnification by the Company of the directors and officers of the Company;

     F. Section 145 of the General  Corporation Law of Delaware ("Section 145"),
under which the Company is  organized,  empowers  the Company to  indemnify  its
officers,  directors,  employees and agents by agreement and expressly  provides
that the indemnification provided by Section 145 is not exclusive;

     G. The Board of Directors has determined that  contractual  indemnification
as set forth herein is not only  reasonable and prudent but necessary to promote
the best interests of the Company and its shareholders;

     H.  The  Company  desires  and has  requested  the  Indemnitee  to serve or
continue  to serve as a  director  or  officer  of the  Company  free from undue
concern for claims for damages arising out of or related to such services to the
Company; and

     I. The  Indemnitee  is  willing  to serve,  or to  continue  to serve,  the
Company,  only on the condition that he is furnished the indemnity  provided for
herein.

                                A G R E E M E N T

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below, the parties hereto,  intending to be legally bound, hereby agree as
follows:

     1.   Definitions

     (a) Agent. For purposes of this Agreement, "agent' of the Company means any
person  who is or was a  director,  officer,  employee  or  other  agent  of the
Company,  a subsidiary of the Company or the INTERCO  Charitable  Trust or was a
director,  officer, employee or agent of a foreign or domestic corporation which
was a predecessor corporation of the Company or a subsidiary of the Company.

     (b)  Expenses.  For  purposes of this  Agreement,  "expenses"  includes all
direct and indirect costs of any type or nature whatsoever  (including,  without
limitation,  all attorneys' fees and related disbursements,  other out-of-pocket
costs and reasonable  compensation for time spent by the Indemnitee for which he
or she is not otherwise  compensated by the Company or any third party, provided
that the rate of  compensation  and  estimated  time involved is approved by the
Board of Directors, which approval shall not be unreasonably withheld), actually
and  reasonably  incurred  by the  Indemnitee  in  connection  with  either  the
investigation,  defense or appeal of a proceeding or establishing or enforcing a
right to indemnification under this Agreement, Section 145 or otherwise.

     (c) Proceedings. For the purpose of this Agreement,  "proceeding" means any
threatened,  pending,  or completed  claim,  action,  suit or other  proceeding,
whether  civil,  criminal,  administrative,  investigative  or  any  other  type
whatsoever.

     (d)  Subsidiary.  For purposes of this  Agreement,  "subsidiary"  means any
corporation  (or  other  entity  or  enterprise)  of which  more than 50% of the
outstanding  voting  securities (or comparable  interests) are owned directly or
indirectly by the Company, by the Company and one or more other subsidiaries, or
by one or more other subsidiaries.

     (e) Miscellaneous.  For purposes of this Agreement,  any person who acts in
good  faith  and in a manner  he or she  reasonably  believes  to be in the best
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not  opposed to the best  interests  of the
Company" as referred to in this Agreement.

     2. Agreement to Serve.  The Indemnitee  agrees to serve and/or  continue to
serve as an agent of the Company, at its will (or under separate  agreement,  if
such agreement now or hereafter exists),  in the capacity  Indemnitee  currently
serves (or in such other positions which he or she agrees to assume) as an agent
of the Company,  so long as he or she is duly appointed or elected and qualified
in accordance with the applicable  provisions of the Bylaws of the Company,  any
subsidiary  of the  Company,  or until such time as he or she tenders his or her
resignation  in writing,  provided,  however,  that  nothing  contained  in this
Agreement is intended to create any right to continued  employment by Indemnitee
in any capacity.

     3. Indemnity in Third Party  Proceedings.  The Company shall  indemnify the
Indemnitee  if the  Indemnitee is a party to or threatened to be made a party to
or otherwise  involved in any  proceeding  (other than a proceeding by or in the
name of the Company to procure judgment in its favor) by reason of the fact that
the  Indemnitee  is or was an agent of the  Company,  or by reason of any act or
inaction by him or her in any such  capacity,  against any and all  expenses and
liabilities of any type whatsoever  (including,  but not limited to,  judgments,
settlements,  fines and penalties),  actually and reasonably  incurred by him or
her in connection with the investigation,  defense, settlement or appeal of such
proceeding, but only if the Indemnitee acted in good faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
Company,  and,  with  respect  to any  criminal  action  or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.  The termination of
any proceeding by judgment, order of court, settlement, conviction or on plea of
nolo contendere,  or its equivalent,  shall not, of itself, create a presumption
that  Indemnitee  did not act in good  faith  in a manner  which  he  reasonably
believed to be in the best  interests  of the  Company,  and with respect to any
criminal proceedings,  that such person had reasonable cause to believe that his
or her conduct was unlawful.

     4.  Indemnity  in  Derivative  Action.  The  Company  shall  indemnify  the
Indemnitee  if the  Indemnitee is a party to or threatened to be made a party to
or  otherwise  involved  in any  proceeding  by or in the name of the Company to
procure a judgment in its favor by reason of the fact that the  Indemnitee is or
was an agent of the  Company,  or by reason of any act or inaction by him or her
in any such capacity,  against all expenses actually and reasonably  incurred by
the Indemnitee in connection with the  investigation,  defense,  settlement,  or
appeal of such proceeding, but only if the Indemnitee acted in good faith and in
a manner  he or she  reasonably  believed  to be in or not  opposed  to the best
interests of the Company,  except that no indemnification  under this subsection
shall  be made in  respect  of any  claim,  issue  or  matter  as to  which  the
Indemnitee  shall have been  finally  adjudged  to be liable to the Company by a
court of competent  jurisdiction due to willful  misconduct of a culpable nature
in the  performance  of his or her duty to the  Company,  unless and only to the
extent that any court in which such  proceeding  was brought or another court of
competent  jurisdiction  shall  determine  upon  application  that,  despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably  entitled to indemnity for such expenses as such
court shall deem proper.

     5.  Indemnification  of Expenses of Successful Party.  Notwithstanding  any
other  provisions of this Agreement,  to the extent that the Indemnitee has been
successful on the merits or otherwise in defense of any proceeding or in defense
of any claim,  issue or matter  therein,  including  the  dismissal of an action
without  prejudice,  the Company  shall  indemnify  the  Indemnitee  against all
expenses actually and reasonably  incurred in connection with the investigation,
defense or appeal of such proceeding.

     6.  Partial  Indemnification.  If the  Indemnitee  is  entitled  under  any
provision  of this  Agreement  to  indemnification  by the Company for some or a
portion of any expenses or liabilities of any type  whatsoever  (including,  but
not limited to, judgments, fines or penalties), but is not entitled, however, to
indemnification  for the total amount  thereof,  the Company shall  nevertheless
indemnify  the  Indemnitee  for the portion  thereof to which the  Indemnitee is
entitled.

     7.  Advancement of Expenses.  Subject to sections 8(a) and 11(a) below, the
Company shall advance all expenses incurred by the Indemnitee in connection with
the investigation,  defense, settlement or appeal of any proceeding to which the
Indemnitee  is a party or is threatened to be made a party by reason of the fact
that  the  Indemnitee  is or was an  agent  of the  Company.  Indemnitee  hereby
undertakes  to repay such amounts  advanced  only if, and to the extent that, it
shall ultimately be finally determined that the Indemnitee is not entitled to be
indemnified  by the Company as  authorized by this  Agreement or otherwise.  The
advances  to be made  hereunder  shall be paid by the Company to or on behalf of
the  Indemnitee  promptly  and in any event  within  thirty (30) days  following
delivery of a written request therefor by the Indemnitee to the Company.

     8. Notice and Other Indemnification Procedures.

     (a) Promptly after receipt by the Indemnitee of notice of the  commencement
of or the threat of commencement of any proceeding, the Indemnitee shall, if the
Indemnitee believes that indemnification with respect thereto may be sought from
the Company  under this  Agreement,  notify the Company of the  commencement  or
threat  of   commencement   thereof,   provided  the  failure  to  provide  such
notification shall not diminish Indemnitee's  indemnification hereunder,  except
to the extent that the Company can demonstrate  that it was actually  prejudiced
as a result thereof.

     (b) Any indemnification  requested by the Indemnitee under Section 3 and/or
4 hereof shall be made no later than  forty-five  (45) days after receipt of the
written  request  of  Indemnitee  unless a  determination  is made  within  said
forty-five  (45) day period (i) by the Board of  Directors  of the  Company by a
majority vote of a quorum thereof consisting of directors who are not parties to
such  proceedings,  or (ii) in the event such quorum is not  obtainable,  at the
election  of the  Company,  either by  independent  legal  counsel  in a written
opinion or by a panel of  arbitrators,  one of whom is selected by the  Company,
another of whom is selected by the  Indemnitee  and the last of whom is selected
by the first two  arbitrators  so selected,  that the Indemnitee has not met the
relevant standard for indemnification set forth in Section 3 and 4 hereof.

     (c)  Notwithstanding  a  determination  under  Section  8(b) above that the
Indemnitee  is not  entitled to  indemnification  with  respect to any  specific
proceeding,  the  Indemnitee  shall  have the  right  to  apply to any  court of
competent  jurisdiction for the purpose of enforcing the  Indemnitee's  right to
indemnification  pursuant  to this  Agreement.  The burden of  proving  that the
indemnification or advances are not appropriate shall be on the Company. Neither
the failure of the Company  (including  its Board of  Directors  or  independent
legal counsel or the panel of arbitrators) to have made a determination prior to
the commencement of such action that  indemnification  or advances are proper in
the  circumstances  because the Indemnitee  has met the  applicable  standard of
conduct,  nor an actual  determination  by the Company  (including  its Board of
Directors or  independent  legal counsel or the panel or  arbitrators)  that the
Indemnitee has not met such applicable  standard of conduct,  shall be a defense
to the  action or create any  presumption  that the  Indemnitee  has not met the
applicable standard of conduct.

     (d) The  Company  shall  indemnify  the  Indemnitee  against  all  expenses
incurred in  connection  with any  hearing or  proceeding  under this  Section 8
unless a court of competent  jurisdiction  finds that each of the claims  and/or
defenses of the Indemnitee in any such proceeding was frivolous or in bad faith.

     9.  Assumption  of Defense.  In the event the Company shall be obligated to
pay the expenses of any  proceeding  against or involving  the  Indemnitee,  the
Company,  if  appropriate,  shall be  entitled  to assume  the  defense  of such
proceeding,  with counsel  reasonably  acceptable  to the  Indemnitee,  upon the
delivery to the  Indemnitee  of written  notice of its  election to do so. After
delivery of such  notice,  approval of such  counsel by the  Indemnitee  and the
retention of such counsel by the Company,  the Company will not be liable to the
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
the  Indemnitee  with  respect  to the same  proceeding,  provided  that (i) the
Indemnitee  shall have the right to employ his or her counsel in such proceeding
at the  Indemnitee's  expense;  and (ii) if (a) the employment of counsel by the
Indemnitee  has been  previously  authorized in writing by the Company,  (b) the
Indemnitee  shall have  reasonably  concluded  that  there may be a conflict  of
interest  between the Company and the Indemnitee in the conduct of such defense,
or (c) the  Company  shall not,  in fact,  have  employed  counsel to assume the
defense of such proceeding,  the fees and expenses of the  Indemnitee's  counsel
shall be at the expense of the Company.

     10. Insurance.  The Company may, but is not obligated to, obtain directors'
and  officers'  liability  insurance  ("D&O  Insurance")  as  may  be or  become
available in reasonable  amounts from  established  and reputable  insurers with
respect to which the  Indemnitee  is named as an  insured.  Notwithstanding  any
other  provision  of the  Agreement,  the  Company  shall  not be  obligated  to
indemnify the Indemnitee for expenses, judgments, fines or penalties, which have
been paid directly to or on behalf of the  Indemnitee by D&O  Insurance.  If the
Company has D&O  Insurance in effect at the time the Company  receives  from the
Indemnitee  any notice of the  commencement  of a proceeding,  the Company shall
give prompt  notice of the  commencement  of such  proceeding  to the insurer in
accordance  with the  procedures  set forth in the  policy.  The  Company  shall
thereafter take all necessary or desirable action to cause such insurers to pay,
to or on behalf  of the  Indemnitee,  all  amounts  payable  as a result of such
proceeding in accordance with the terms of such policy.

     11. Exceptions. Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement:

     (a) Claims Initiated by Indemnitee. To indemnify or advance expenses to the
Indemnitee   with  respect  to  proceedings  or  claims   initiated  or  brought
voluntarily by the Indemnitee and not by way of defense,  except with respect to
proceedings  brought to  establish or enforce a right to  indemnification  under
this  Agreement  or any other  statute or law or  otherwise  as  required  under
Section 145, but such indemnification or advancement of expenses may be provided
by the  Company  in  specific  cases if the  Board of  Directors  finds it to be
appropriate; or

     (b)  Action  for  Indemnification.  To  indemnify  the  Indemnitee  for any
expenses incurred by the Indemnitee with respect to any proceeding instituted by
the Indemnitee to enforce or interpret this  Agreement,  if a court of competent
jurisdiction  determines  that  each  of the  material  assertions  made  by the
Indemnitee in such proceeding was not made in good faith or was frivolous; or

     (c)  Unauthorized  Settlements.  To  indemnify  the  Indemnitee  under this
Agreement for any amounts paid in settlement  of a proceeding  effected  without
the Company's written consent; or

     (d)  Non-compete  and  Non-disclosure.   To  indemnify  the  Indemnitee  in
connection with  proceedings or claims  involving the enforcement of non-compete
and/or  non-disclosure  agreements  or  the  non-compete  and/or  non-disclosure
provisions of employment, consulting or similar agreements the Indemnitee may be
a party to with the Company or any subsidiary of the Company; or

     (e)  Certain  Matters.  To  indemnify  the  Indemnitee  on  account  of any
proceeding  with  respect  to  (i)  remuneration  paid  to  Indemnitee  if it is
determined by final judgment or other final  adjudication that such remuneration
was in  violation  of law,  (ii) which final  judgment  is rendered  against the
Indemnitee  for an  accounting  of  profits  made  by the  purchase  or  sale by
Indemnitee of securities  of the Company  pursuant to the  provisions of Section
16(b) of the Securities  Exchange Act of 1934, as amended, or similar provisions
of any federal, state or local statute, or (iii) which it is determined by final
judgment or other final adjudication that the Indemnitee's conduct was knowingly
fraudulent or dishonest.

     12.  Nonexclusivity.  The provisions for indemnification and advancement of
expenses set forth in this Agreement shall not be deemed  exclusive of any other
rights which the  Indemnitee  may have under any provision of law, the Company's
Certificate of  Incorporation  or Bylaws,  in any court in which a proceeding is
brought,  the vote of the Company's  sharehholders or  disinterested  directors,
other agreements or otherwise, both as to action in his or her official capacity
and to action in another  capacity  while  occupying  his or her  position as an
agent of the Company, and the Indemnitee's rights hereunder shall continue after
the  Indemnitee  has ceased acting as an agent of the Company and shall inure to
the benefit of the heirs, executors and administrators of the Indemnitee.

     13.  Settlement.  The Company shall not settle any  proceeding  without the
Indemnitee's   written   consent.   Neither  the  Company  nor  Indemnitee  will
unreasonably withhold consent to any proposed settlement.

     14. Subrogation.  In the event of payment under this Agreement, the Company
shall be  subrogated  to the  extent  of such  payment  to all of the  rights of
recovery of the  Indemnitee,  who shall execute all papers required and shall do
everything that may reasonably be necessary to secure such rights, including the
execution of such documents necessary to enable the Company effectively to bring
suit to enforce such  rights.  The Company  shall pay or reimburse  all expenses
incurred by Indemnitee in connection with such subrogation.

     15.  Interpretation of Agreement.  It is understood that the parties hereto
intend  this  Agreement  to  be  interpreted  and  enforced  so  as  to  provide
indemnification  to  the  Indemnitee  to the  fullest  extent  now or  hereafter
permitted by law.

     16. Severability. If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever,  (i) the
validity,  legality  and  enforceability  of  the  remaining  provisions  of the
Agreement (including without limitation,  all portions of any paragraphs of this
Agreement  containing  any  such  provision  held  to  be  invalid,  illegal  or
unenforceable,  that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired  thereby,  and (ii) to the fullest extent
possible, the provisions of this Agreement (including,  without limitation,  all
portions of any paragraph of this  Agreement  containing any such provision held
to be  invalid,  illegal  or  unenforceable,  that are not  themselves  invalid,
illegal or unenforceable)  shall not in any way be affected or impaired thereby,
and (iii) to the fullest  extent  possible,  the  provisions  of this  Agreement
(including,  without limitation, all portions of any paragraph of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
are not themselves invalid,  illegal or unenforceable)  shall be construed so as
to give effect to the intent  manifested by the provision held invalid,  illegal
or unenforceable and to give effect to Section 15 hereof.

     17.  Modification and Waiver.  No supplement,  modification or amendment of
this  Agreement  shall be  binding  unless  executed  in  writing by both of the
parties  hereto.  No waiver of any of the provisions to this Agreement  shall be
deemed or shall  constitute a waiver of any other  provision  hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

     18.  Successor and Assigns.  The terms of this  Agreement  shall bind,  and
shall inure to the benefit of, the successor and assigns of the parties hereto.

     19. Notice. All notices,  requests,  demands and other communications under
this  Agreement  shall be in  writing  and  shall be  deemed  duly  given (i) if
delivered by hand and  receipted for by the party  addressee,  (ii) if mailed by
certified or registered  mail with postage  prepaid,  on the third  business day
after the mailing date,  or (iii) if  transmitted  electronically  by a means by
which receipt thereof can be demonstrated.  Addresses for notice to either party
are set out on the  signature  page hereof and may be  subsequently  modified by
written notice.

     20.  Supersedes  Prior  Agreement.  This  Agreement  supersedes  any  prior
indemnification   agreement   between   Indemnitee   and  the   Company  or  its
predecessors.

     21. Service of Process and Venue.  For purposes of any claims or proceeding
to enforce this agreement, the Company consents to the jurisdiction and venue of
any federal or state court of competent  jurisdiction  in the states of Delaware
and Missouri, and waives and agrees not to raise any defense that any such court
is an inconvenient forum or any similar claim.

     22.  Governing  Law. This  Agreement  shall be governed  exclusively by and
construed  according  to the  laws of the  State  of  Delaware,  as  applied  to
contracts between Delaware  residents entered into and to be performed  entirely
within  Delaware.  If a  court  of  competent  jurisdiction  shall  make a final
determination  that the  provisions  of the law of any state other than Delaware
govern  indemnification  by the Company of its officers and directors,  then the
indemnification  provided  under  this  Agreement  shall  in  all  instances  be
enforceable to the fullest extent permitted under such law,  notwithstanding any
provision of this Agreement to the contrary.

     The parties hereto have entered into this Indemnity  Agreement effective as
of the date first above written.

                                    FURNITURE BRANDS INTERNATIONAL, INC.


                                  By _______________________________________
                                      Name:  W. G. Holliman
                                      Title:  Chairman of the Board



                                      Indemnitee:


                                   By _______________________________________
                                       Name:
                                       Address:





<page>
                                                                Exhibit 10(g)









                                FURNITURE BRANDS

                            EXECUTIVE INCENTIVE PLAN


























                                                February 1995
                                                Amended March 1, 1996
                                                Amended September 26, 1996
                                                Amended February 24, 1997
                                                Amended April 29, 1999






<PAGE>


<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                                              <c>

INTRODUCTION....................................................................................................  1

OBJECTIVES OF PLAN..............................................................................................  1
         Objectives.............................................................................................  1
         Award Achievement......................................................................................  1

PARTICIPATION...................................................................................................  2
         Eligibility............................................................................................  2
         Participation..........................................................................................  2
         Non-Eligibility........................................................................................  3
         Plan Year..............................................................................................  3

HOW THE PLAN WORKS..............................................................................................  3
         Plan Factors...........................................................................................  3
         Setting Furniture Brands Goals.........................................................................  3
         Notification of Participation..........................................................................  3

MECHANICS OF DETERMINING AWARDS.................................................................................  4
         Definitions of Terms...................................................................................  4
         Mechanics of Determining Awards........................................................................  4

DISCRETIONARY AWARDS PROGRAM....................................................................................  5

CERTIFICATION...................................................................................................  6

PAYMENT OF AWARDS...............................................................................................  6

ADMINISTRATION..................................................................................................  6

MANNER OF EXERCISE OF COMMITTEE AUTHORITY.......................................................................  6

CERTAIN PERFORMANCE BASED AWARDS................................................................................  6

NO CONTRACT OF EMPLOYMENT.......................................................................................  6

ASSIGNMENTS AND TRANSFERS.......................................................................................  6

GOVERNING LAW...................................................................................................  6

AMENDMENT AND TERMINATION OF PLAN AND AWARDS....................................................................  6

EFFECTIVE DATE OF THE PLAN......................................................................................  7

</TABLE>

<PAGE>


                                FURNITURE BRANDS

                                    CORPORATE

                            EXECUTIVE INCENTIVE PLAN



1.       INTRODUCTION

     This  Executive  Incentive  Plan (the  "Plan") has been  designed for those
management  persons at the corporate offices of Furniture Brands  International,
Inc.  ("FBI") who directly and  substantially  influence  achievement of certain
corporate goals. The Plan provides  monetary awards for the achievement of those
goals. In select cases, the Plan provides for additional  special  discretionary
awards.

     FBI  believes  that the  total  annual  income of key  employees  should be
influenced by their  individual and collective  effort,  and that rewards should
directly relate to the achievement of planned,  meaningful results.  The Plan is
in addition to and assumes the existence of a base salary which is  competitive,
equitable, and subject to periodic performance-related adjustments.

     The  overall  administration  and  control  of the  Plan,  including  final
determination of annual bonus awards to each participant,  is the responsibility
of the  Executive  Compensation  and Stock Option  Committee of the FBI Board of
Directors (the "Committee").  The Committee (or a subcommittee thereof which has
been designated by the Committee to administer the Plan) shall consist solely of
three or more members of the FBI Board of Directors who are "outside  directors"
as defined in Section  162(m) of the Internal  Revenue Code of 1986,  as amended
(the "Code"), and the regulations  thereunder.  Members of the Committee are not
eligible to participate in the Plan.

2.       OBJECTIVES OF PLAN

     A.   Objectives. The Plan has been created with several objectives in mind:

          (1)  to emphasize achievement of planned strategic objectives;

          (2)  to reinforce the importance of annual growth; and

          (3)  to  motivate  and  challenge  participating   executives  through
               meaningful compensation opportunities.

     B.   Award Achievement.  To achieve these objectives,  the Plan is designed
          to:

          (1)  provide for monetary awards of significant value related directly
               to measurable FBI results;

          (2)  motivate participating  individuals to achieve results beyond the
               routine of position responsibilities; and

          (3)  be  appropriate  for both the level of  responsibility  and total
               compensation for the position.

     Total  compensation,  resulting  from the  combination  of base  salary and
     monetary  awards under the Plan, is designed to be  competitive  with total
     compensation for similar positions in American industry.

3.   PARTICIPATION

     A.   Eligibility.  Only management  persons whose performance  directly and
          substantially  influences the annual results of FBI will be considered
          for participation in the Plan. Ordinarily the extent of such influence
          will be reflected in the Bonus Percentage (as herein defined).

     B.   Participation

          (1)  At the start of each Plan Year (as herein defined) FBI management
               will submit a list of proposed participants and Bonus Percentages
               for review and approval by the  Committee.  The  Committee may in
               its discretion  change the  participants  and Bonus  Percentages,
               provided,  however, that the Committee shall, within the first 90
               days of each Plan Year,  set forth in writing,  a final  approved
               list of  participants  and Bonus  Percentages for such Plan Year.
               Such final list of  participants  and Bonus  Percentages  may not
               thereafter  be modified  except as  provided  in this Plan.  With
               respect  to  persons  who have  been  determined  to be  "covered
               employees"  within the meaning of Code Section 162(m)(3) for such
               Plan Year (a "Covered Employee"), additional participation in the
               Plan during a Plan Year shall be  permitted  only in the event of
               an unusual  circumstance,  such as a new hire. Executive officers
               of the  Company  may be  participants  in the Plan to the  extent
               approved by the Committee.

          (2)  To earn an award,  an individual must be designated a participant
               for the Plan Year and must participate  effectively for a minimum
               of eight full months of the Plan Year.

          (3)  A participant who has lost time due to illness,  or dies, retires
               or  becomes  totally  disabled  during  the  Plan  Year,  will be
               considered  for an award  under the Plan  provided  that  his/her
               influence  on  goal   achievement  can  be  identified  and  that
               achievement of results can be measured.

     C.   Non-Eligibility

          (1)  Any individual  whose employment is terminated at any time during
               the Plan Year by reason of voluntary or  encouraged  resignation,
               or who is discharged, will not receive an award.

          (2)  Any  individual  who has been demoted at any time during the Plan
               Year to a position  not  included in the Plan will not receive an
               award.

     D.   Plan Year. The Plan Year will correspond with the FBI fiscal year.


4.   HOW THE PLAN WORKS

     A.   Plan Factors. There are two factors which will be measured in order to
          determine an award: opportunity and FBI performance.

          (1)  Opportunity is the potential  impact that a participant  may have
               on the  achievement  of  goals.  This is  expressed  by the Bonus
               Percentage.

          (2)  FBI Performance is the result of achievement. This is measured by
               the percentage of attainment of FBI's goals.

     B.   Setting FBI Goals. At or prior to the beginning of each Plan Year, FBI
          management  will recommend to the Committee for approval,  one or more
          objective measurable  performance goals for FBI (the "Goals") for such
          year, and the weighting to be assigned to each Goal. The Goals will be
          based upon one or more of the  following  criteria:  sales;  earnings;
          earnings per share; pre-tax earnings;  net profits;  return on equity;
          cash flow;  debt  reduction;  asset  management;  stock price;  market
          share;  costs;  or  selling,   general  and  administrative   ("SG&A")
          expenses.  The Goals will be  realistic,  yet  rigorous.  They will be
          attainable, but attainment will require above average performance. The
          Committee may, in its discretion, approve management's recommendations
          or change the Goals and/or  weightings,  provided,  however,  that the
          Company  shall,  within the first 90 days of the year (or, in the case
          of a new hire added to the Plan  during  the year,  before 25% of such
          individual's  services for the Company for the year has elapsed),  set
          forth in writing the final approved Goals, the Minimum Percentages (as
          herein defined) for such year and the weighting to be assigned to such
          Goals.

     C.   Notification  of  Participation.   Each  participant's   target  Bonus
          Percentage  will be  communicated  each Plan Year by  delivery  of the
          Participation Form.

5.   MECHANICS OF DETERMINING AWARDS

     A.   Definitions of Terms

          (1)  Bonus  Percentage.  The Bonus  Percentage  will be expressed as a
               percentage  (not  less  than 10% and not more  than  100%) of the
               participant's  base salary.  That percentage will be higher for a
               position  with  significantly  greater   responsibilities,   thus
               recognizing   the   direct    relationship    between    position
               responsibility and influence on FBI results. Participants who are
               promoted  during a Plan Year to a  position  with a higher  Bonus
               Percentage  will receive a prorated award based on the percentage
               of the Plan Year spent in each position.

          (2)  Aggregate  Target  Amount.  The  Aggregate  Target Amount will be
               expressed  as a dollar  amount,  calculated  by  multiplying  the
               participant's base annual salary rate, as in effect on March 1 of
               the Plan Year,  which has been  established at or before the time
               of the  setting  of the  Aggregate  Target  Amount,  by the Bonus
               Percentage.  The  result  will be the  total  award to which  the
               participant  will be entitled if FBI  achieves  100% of all Goals
               for that Plan Year.

          (3)  Weighted Target  Amounts.  For each Goal a Weighted Target Amount
               will be calculated by multiplying the Aggregate  Target Amount by
               the weighted  percentage  applicable to the Goal.  The result for
               each Goal  will be the  portion  of the total  award to which the
               participant  will be entitled if FBI  achieves  100% of that Goal
               for that Plan Year.  The sum of the Weighted  Target Amounts will
               equal the Aggregate Target Amount.

     B.   Mechanics of Determining Awards.

     (1)  FBI Performance.  FBI's performance against the Goals will be measured
          by the percentage of achievement of each Goal. FBI's  performance with
          respect to each Goal will be based upon audited results.

     (2)  Achievement of Target. The Plan is designed to provide the participant
          with 100% of his/her  Weighted Target Amount with respect to each Goal
          if FBI achieves 100% satisfaction of that Goal.

     (3)  Minimum FBI Performance. Each Plan Year the Committee will establish a
          minimum  percentage  (the "Minimum  Percentage")  with respect to each
          Goal. Achievement below the Minimum Percentage will result in no award
          with respect to that Goal.

          Undercertain  circumstances,  the Committee  may  establish  Goals the
          achievement of which  contemplate  reducing  rather than increasing an
          amount, such as a reduced debt level or reduced SG&A expenses.  In any
          such case, the percentage which will be applied to the Weighted Target
          Amount for such Goal will be inversely proportional to the performance
          against the Goal. For example, if a Goal is a year-end debt amount and
          the  actual  year-end  debt is 105% of the  Goal,  the  percentage  of
          Weighted  Target  Amount to be paid with respect to that Goal would be
          95%. In these circumstances,  the Minimum Percentage will be expressed
          in terms of a figure greater than 100%.

     (4)  Calculation of Award. The percentage of FBI's achievement of each Goal
          will be  applied  to the  Weighted  Target  Amount  for  that  Goal to
          determine  the amount of the award  payable with respect to that Goal.
          Awards  will be  calculated  separately  for  each  Goal,  but will be
          aggregated and paid as one award check.

     (5)  Discretion  to  Increase  Award.   The  Committee   shall,   under  no
          circumstances,  increase an award  granted under this Section 5 except
          to  the   extent   permitted   under   Treasury   Regulation   Section
          1.162-27(e)(2)(iii).

6.   DISCRETIONARY AWARDS PROGRAM.

     (1)  To recognize special needs, a discretionary  awards program is part of
          this Plan.  Its  objective  is to  recognize  the  performance  of FBI
          through a more  qualitative  evaluation,  rather  than a  quantitative
          evaluation. This could occur, for example, if FBI does not achieve one
          or more Goals due to business or economic  reasons  beyond its control
          but, given these adverse  circumstances,  nonetheless  performed well.
          Under  such  circumstances,  a  special  award may be  granted  at the
          discretion of the Committee.

     (2)  To the  extent  all or any  portion  of an  award  is not  immediately
          deductible  as  compensation  expense  by FBI for  federal  income tax
          purposes,  payment of such award or portion  thereof,  as the case may
          be, will be deferred until following  termination of employment of the
          participant or until such earlier date as the Committee  shall, in its
          discretion,  determine,  either at the time of deferral or thereafter,
          whereupon such award or any portion thereof,  as the case may be, less
          appropriate withholdings, will be paid by check provided that the same
          shall then have become immediately  deductible as compensation expense
          by FBI for federal income tax purposes.  Simple interest shall be paid
          annually on the deferred  compensation  at FBI's  effective  borrowing
          rate.

     (3)  Nothing  contained  in this  Section  6 shall be  deemed  to permit or
          provide  for  discretionary  increases  in awards  payable  to Covered
          Employees under Section 5 hereof.

     7.  CERTIFICATION.  Before any  payments  are made  under  this  Plan,  the
Committee  must certify in writing that the Goals  justifying  the payment of an
award have been met.

     8. PAYMENT OF AWARDS.  Except as provided in Section 6 hereof,  awards,  to
the extent  immediately  deductible as  compensation  expense by FBI for federal
income tax purposes,  less  appropriate  withholdings,  will be paid by check as
soon as practical after the audited close of a fiscal year.

     9.  ADMINISTRATION.  Subject to the  limitations  as herein set forth,  the
Committee is  authorized  and empowered to  administer  the Plan;  interpret the
Plan;  establish,  modify and grant  waivers of award  restrictions;  prescribe,
amend and rescind  rules  relating  to the Plan;  and  determine  the rights and
obligations of participants under the Plan. All decisions of the Committee shall
be final and binding upon all parties  including the Company,  its stockholders,
and its participants.

     10.  MANNER OF EXERCISE OF COMMITTEE  AUTHORITY.  The express  grant of any
specific  power to the Committee and the taking of any action by the  Committee,
shall not be construed, as limiting any power or authority of the Committee. All
designations of participation,  bonus percentages,  goals,  minimum percentages,
aggregate  amounts,  and  certifications of performance  shall be in writing.  A
writing signed by all members of the Committee  shall  constitute the act of the
Committee without the necessity, in such event, to hold a meeting. The Committee
may  delegate  the  authority,  subject  to such  terms as the  Committee  shall
determine, to perform administrative functions (excluding those described in the
second sentence of this Section 10) under the Plan.

     11. CERTAIN  PERFORMANCE BASED AWARD. Any awards under Section 5 hereof are
intended to be "qualified performance-based  compensation" within the meaning of
Section 162(m) of the Code and shall be paid solely on account of the attainment
of one or more preestablished, objective performance goals within the meaning of
Section  162(m).  If any  provision  of this  Plan  does  not  comply  with  the
requirements  of Section 162(m) of the Code as then  applicable to any employee,
such provision  shall be construed or deemed amended to the extent  necessary to
conform to such requirements with respect to such employee.

     12. NO  CONTRACT  OF  EMPLOYMENT.  Participation  in the Plan  shall not be
considered an agreement to employ a participant for any period of time or in any
position.

     13. ASSIGNMENTS AND TRANSFERS. With the exception of transfer by will or by
the  laws  of  descent  and  distribution,  rights  under  the  Plan  may not be
transferred or assigned.

     14.  GOVERNING LAW. The Plan shall be construed,  administered and governed
in all  respects  under  and by the  applicable  internal  laws of the  State of
Missouri, without giving effect to the principles of conflicts of law thereof.

     15.  AMENDMENT  AND  TERMINATION  OF PLAN AND AWARDS.  The Board may amend,
alter,  suspend,  discontinue  or  terminate  the Plan  without  the  consent of
stockholders or participants,  except as is required by any federal or state law
or  regulation  or the rules of any stock  exchange  on which the  shares of FBI
("Shares")  are  listed,  or if the  Board  in its  discretion  determines  that
obtaining  such  stockholder  approval  is for any reason  advisable,  provided,
however, that (i) without the consent of an affected participant,  no amendment,
alteration, suspension,  discontinuation,  or termination of the Plan may impair
the  rights of such  participant  under any award  theretofore  granted  to such
participant,  and (ii) the Plan may not be amended  without  the  consent of the
stockholders  of a majority of the Shares  then  outstanding  to (a)  materially
modify the  requirements  as to eligibility for  participation  in the Plan, (b)
change the specified performance  objectives for payment of awards under Section
5, (c)  increase  the  maximum  award  payable  under  Section  5, (d)  withdraw
administration  of the Plan from the  Committee or (e) extend the period  during
which awards may be granted.

     16.  EFFECTIVE  DATE OF THE  PLAN.  The  Plan,  as  amended,  shall  become
effective  on  January  1,  1997  provided  that  the  Plan is  approved  by the
affirmative  vote  of the  holders  of a  majority  of  the  Shares  present  or
represented and entitled to vote at the 1997 annual meeting of the  stockholders
of FBI. The terms of the Plan shall be perpetual; subject to earlier termination
by the Board pursuant to Section 15, after which no awards may be made under the
Plan, but any such  termination  shall not affect awards then outstanding or the
authority of the Committee to continue to administer the Plan.


<page>
                                                                  Exhibit 10(h)










                       BROYHILL FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN
























                                                Adopted January 31, 1995
                                                Amended January 27, 2000
                                                Amended January 24, 2002



<PAGE>



                                TABLE OF CONTENTS




INTRODUCTION.................................................................  1

OBJECTIVES OF PLAN...........................................................  1
         Objectives..........................................................  1
         Award Achievement...................................................  1

PARTICIPATION................................................................  2
         Eligibility.........................................................  2
         Participation.......................................................  2
         Non-Eligibility.....................................................  2
         Plan Year...........................................................  2

HOW THE PLAN WORKS...........................................................  2
         Plan Factors........................................................  2
         Notification of Participation.......................................  3
         Setting Broyhill Goals..............................................  3

MECHANICS OF DETERMINING AWARDS..............................................  3
         Definitions of Terms................................................  3
         Mechanics of Determining Awards.....................................  4

DISCRETIONARY AWARDS PROGRAM.................................................  4

PAYMENT OF AWARDS............................................................  5

NO CONTRACT OF EMPLOYMENT....................................................  5
         EXHIBIT I...........................................................  6
         EXHIBIT II..........................................................  7



<PAGE>








                       BROYHILL FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN


1.   INTRODUCTION

     This  Executive  Incentive  Plan (the  "Plan") has been  designed for those
management  persons at the corporate offices of Broyhill  Furniture  Industries,
Inc.  ("Broyhill")  who  directly and  substantially  influence  achievement  of
certain  corporate goals. The Plan provides  monetary awards for the achievement
of those  goals.  In select  cases,  the Plan  provides for  additional  special
discretionary awards.

     The Plan is in addition to and assumes the existence of a base salary which
is  competitive,   equitable,   and  subject  to  periodic   performance-related
adjustments.

     Broyhill  believes that the total annual income of key employees  should be
influenced by their  individual and collective  effort,  and that rewards should
directly relate to the achievement of planned, meaningful results.

2.   OBJECTIVES OF PLAN

     A.   Objectives. The Plan has been created with several objectives in mind:

          (1)  to emphasize achievement of planned strategic objectives;

          (2)  to reinforce the importance of annual growth; and

          (3)  to  motivate  and  challenge  participating   executives  through
               meaningful compensation opportunities.

     B.   Award Achievement.  To achieve these objectives,  the Plan is designed
          to:

          (1)  provide for monetary awards of significant value related directly
               to measurable Broyhill results;

          (2)  motivate participating  individuals to achieve results beyond the
               routine of position responsibilities; and

          (3)  be  appropriate  for both the level of  responsibility  and total
               compensation for the position.

               Total compensation, resulting from the combination of base salary
               and monetary awards under the Plan, is designed to be competitive
               with  total   compensation  for  similar  positions  in  American
               industry.

3.   PARTICIPATION

     A.   Eligibility.  Only management  persons whose performance  directly and
          substantially  influences  the  annual  results  of  Broyhill  will be
          considered  for  participation  in the Plan.  Ordinarily the extent of
          such  influence  will be reflected in the Bonus  Percentage (as herein
          defined).

     B.   Participation

          (1)  At the start of each Plan Year Broyhill  management will submit a
               list of proposed  participants  and Bonus  Percentages for review
               and  approval  by the  Executive  Compensation  and Stock  Option
               Committee  of  the  Furniture  Brands   International   Board  of
               Directors (the "Committee").  The Committee may in its discretion
               change the participants and Bonus Percentages.

          (2)  To earn an award,  an individual must be designated a participant
               for the Plan Year and must participate  effectively for a minimum
               of eight full months of the Plan Year.

          (3)  A participant who has lost time due to illness,  or dies, retires
               or  becomes  totally  disabled  during  the  Plan  Year,  will be
               considered  for an award  under the Plan  provided  that  his/her
               influence  on  goal   achievement  can  be  identified  and  that
               achievement of results can be measured.

     C.   Non-Eligibility

          (1)  Any individual  whose employment is terminated at any time during
               the Plan Year by reason of voluntary or  encouraged  resignation,
               or who is discharged, will not receive an award.

          (2)  Any  individual  who has been demoted at any time during the Plan
               Year to a position  not  included in the Plan will not receive an
               award.

     D.   Plan Year. The Plan Year will  correspond  with the Broyhill  calendar
          fiscal year.

4.   HOW THE PLAN WORKS

     A.   Plan Factors. There are two factors which will be measured in order to
          determine an award: opportunity and Broyhill performance.

          (1)  Opportunity is the potential  impact that a participant  may have
               on the  achievement  of  goals.  This is  expressed  by the Bonus
               Percentage.

          (2)  Broyhill  Performance  is the  result  of  achievement.  This  is
               measured by the percentage of attainment of Broyhill's goals.

     B.   Notification  of  Participation.   Each  participant's   target  Bonus
          Percentage  will be  communicated  each Plan Year by  delivery  of the
          Participation Form (see Exhibit II).

     C.   Setting  Broyhill  Goals.  At or prior to the  beginning  of each Plan
          Year,   Broyhill  management  will  recommend  to  the  Committee  for
          approval,  one or more  objective  measurable  performance  goals  for
          Broyhill (the "Goals") for such year, and the weighting to be assigned
          to each Goal. The Goals will be realistic,  yet rigorous. They will be
          attainable, but attainment will require above average performance. The
          Committee may, in its discretion, approve management's recommendations
          or change the Goals and/or weightings.

5.   MECHANICS OF DETERMINING AWARDS

     A.   Definitions of Terms

          (1)  Bonus  Percentage.  The Bonus  Percentage  will be expressed as a
               percentage  (not  less  than 10% and not more  than  100%) of the
               participant's  base salary.  That  percentage  will increase with
               significant  increases in  responsibility,  thus  recognizing the
               direct relationship between position responsibility and influence
               on Broyhill results.  Participants who are promoted during a Plan
               Year to a position with a higher Bonus  Percentage will receive a
               prorated  award based on the percentage of the Plan Year spent in
               each position.

          (2)  Aggregate  Target  Amount.  The  Aggregate  Target Amount will be
               expressed  as a dollar  amount,  calculated  by  multiplying  the
               participant's  base  annual  salary rate (in effect at the end of
               the Plan Year) by the Bonus  Percentage.  The result  will be the
               total award to which the participant will be entitled if Broyhill
               achieves 100% of all Goals for that Plan Year.

          (3)  Weighted Target  Amounts.  For each Goal a Weighted Target Amount
               will be calculated by multiplying the Aggregate  Target Amount by
               the weighted  percentage  applicable to the Goal.  The result for
               each Goal  will be the  portion  of the total  award to which the
               participant  will be entitled if Broyhill  achieves  100% of that
               Goal for that Plan Year.  The sum of the Weighted  Target Amounts
               will equal the Aggregate Target Amount.

     B.   Mechanics of Determining Awards.

          (1)  Broyhill  Performance.  Broyhill's  performance against the Goals
               will be measured by the  percentage of  achievement of each Goal.
               Broyhill's  performance  with  respect to each Goal will be based
               upon audited results.

          (2)  Achievement  of  Target.  The Plan is  designed  to  provide  the
               participant  with 100% of his/her  Weighted  Target  Amount  with
               respect to each Goal if Broyhill  achieves 100%  satisfaction  of
               that Goal.

          (3)  Minimum  and  Maximum  Bonus  Percentage.   Each  Plan  Year  the
               Committee  will  establish  a minimum  percentage  (the  "Minimum
               Percentage") with respect to each Goal, which Minimum  Percentage
               will be 35% unless the Committee shall determine  otherwise.  The
               Minimum  Percentage will be paid regardless of achievement  below
               that level with respect to that Goal.

               Each year the  Committee  will  also  establish  a maximum  bonus
               percentage (the "Maximum  Percentage") with respect to each Goal,
               which Maximum  Percentage will be 125% unless the Committee shall
               determine   otherwise.   No  amount   greater  than  the  Maximum
               Percentage will be paid with respect to any Goal  notwithstanding
               performance greater than that percentage.

               Under certain  circumstances,  the Committee may establish  Goals
               the  achievement  of  which  contemplate   reducing  rather  than
               increasing  an  amount,  such as a reduced  debt level or reduced
               SG&A expenses.  In any such case,  the  percentage  which will be
               applied  to the  Weighted  Target  Amount  for such  Goal will be
               inversely  proportional to the performance  against the Goal. For
               example,  if a Goal is a  year-end  debt  amount  and the  actual
               year-end  debt is 105% of the Goal,  the  percentage  of Weighted
               Target  Amount to be paid with respect to that Goal would be 95%.
               In these  circumstances,  the  minimum  and  maximum  performance
               percentages will be expressed in terms of figures greater than or
               less than 100%, respectively.

          (4)  Calculation of Award. The percentage of Broyhill's achievement of
               each Goal will be applied to the Weighted  Target Amount for that
               Goal to determine the amount of the award payable with respect to
               that Goal.  Awards will be calculated  separately  for each Goal,
               but will be aggregated and paid as one award check.  The examples
               set forth in Exhibit I illustrate this calculation.

     6.   DISCRETIONARY   AWARDS   PROGRAM.   To  recognize   special  needs,  a
discretionary awards program is part of this Plan. Its objective is to recognize
the performance of Broyhill through a more qualitative evaluation, rather than a
quantitative  evaluation.  This could occur,  for example,  if Broyhill does not
achieve one or more Goals due to business or economic reasons beyond its control
but, given these adverse  circumstances,  nonetheless performed well. Under such
circumstances,  a  special  award  may  be  granted  at  the  discretion  of the
Committee.

     7.  PAYMENT OF AWARDS.  Awards,  to the extent  immediately  deductible  as
compensation  expense  by  Broyhill  for  federal  income  tax  purposes,   less
appropriate  withholdings,  will be paid by check as soon as practical after the
audited  close of a fiscal year. To the extent all or any portion of an award is
not  immediately  deductible  as  compensation  expense by Broyhill  for federal
income tax purposes,  payment of such award or portion thereof,  as the case may
be,  will  be  deferred  until  following   termination  of  employment  of  the
participant,  whereupon such award or such portion thereof,  as the case may be,
plus simple  interest at Broyhill's  effective  borrowing rate for the period of
deferral,  less appropriate  withholdings,  will be paid by check as soon as the
same shall become immediately deductible as compensation expense by Broyhill for
federal income tax purposes.

     8. NO  CONTRACT  OF  EMPLOYMENT.  Participation  in the Plan  shall  not be
considered an agreement to employ a participant for any period of time or in any
position.


<PAGE>

<TABLE>
<CAPTION>

                                    EXHIBIT I
                                    ---------


                           Assumptions:

                                <S>                                                    <C>
                           Participant's Base Salary                                 $100,000
                           Bonus Percentage                                          x   20% (of base salary)
                                                                                    ---------
                           Aggregate Target Amount                                    $20,000

                           Weighted Broyhill Goals:

                                 Goal 1 (e.g., Net Sales)                        Weighted 25%
                                 Goal 2 (e.g., Pretax Profit)                    Weighted 75%

                           Weighted Target Amounts:

                                 Goal 1  ($20,000 x 20%)                              $ 5,000
                                 Goal 2  ($20,000 x 40%)                             $ 15,000
                                                                                     --------
                                 TOTAL                                                $20,000

                           Example:

                           Broyhill Goal Achievement:

                                 Goal 1                                           90% of Goal
                                 Goal 2                                          110% of Goal

                           Award Payable:

                                 Goal 1  (90% x $5,000)                              $  4,500
                                 Goal 2  (110% x $15,000)                            $ 16,500
                                                                                     --------
                                 TOTAL                                                $21,000

</TABLE>

<PAGE>


                                   EXHIBIT II
                       BROYHILL FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN


                               Participation Form




         PARTICIPANT:  _______________________________________________

         BONUS PERCENTAGE FOR [YEAR]:  ____________ %  OF BASE SALARY




            GOALS FOR [YEAR]                 AMOUNT                WEIGHTING

              Net Sales                       $000,000,000                00%

              Pretax Earnings                 $000,000,000                00%



<page>
                                                               Exhibit 10(i)



                     THOMASVILLE FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN


























                                                 Adopted Marc h 25, 1996
                                                Amended January 27, 2000
                                                Amended January 24, 2002


<PAGE>


                                TABLE OF CONTENTS




INTRODUCTION................................................................  1

OBJECTIVES OF PLAN..........................................................  1

         Objectives.........................................................  1
         Award Achievement..................................................  1

PARTICIPATION...............................................................  2

         Eligibility........................................................  2
         Participation......................................................  2
         Non-Eligibility....................................................  2
         Plan Year..........................................................  2

HOW THE PLAN WORKS..........................................................  2

         Plan Factors.......................................................  2
         Notification of Participation......................................  3
         Setting Thomasville Goals..........................................  3

MECHANICS OF DETERMINING AWARDS.............................................  3

         Definitions of Terms...............................................  3
         Mechanics of Determining Awards....................................  4

DISCRETIONARY AWARDS PROGRAM................................................  4

PAYMENT OF AWARDS...........................................................  5

NO CONTRACT OF EMPLOYMENT...................................................  5

         EXHIBIT I..........................................................  6

         EXHIBIT II.........................................................  7



<PAGE>



                     THOMASVILLE FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN



1.   INTRODUCTION

     This  Executive  Incentive  Plan (the  "Plan") has been  designed for those
management persons at the corporate offices of Thomasville Furniture Industries,
Inc.  ("Thomasville")  who directly and substantially  influence  achievement of
certain  corporate goals. The Plan provides  monetary awards for the achievement
of those  goals.  In select  cases,  the Plan  provides for  additional  special
discretionary awards.

     The Plan is in addition to and assumes the existence of a base salary which
is  competitive,   equitable,   and  subject  to  periodic   performance-related
adjustments.

     Thomasville  believes that the total annual income of key employees  should
be influenced by their individual and collective effort, and that rewards should
directly relate to the achievement of planned, meaningful results.

2.   OBJECTIVES OF PLAN

     A.   Objectives. The Plan has been created with several objectives in mind:

          (1)  to emphasize achievement of planned strategic objectives;

          (2)  to reinforce the importance of annual growth; and

          (3)  to  motivate  and  challenge  participating   executives  through
               meaningful compensation opportunities.

     B.   Award Achievement.  To achieve these objectives,  the Plan is designed
          to:

          (1)  provide for monetary awards of significant value related directly
               to measurable Thomasville results;

          (2)  motivate participating  individuals to achieve results beyond the
               routine of position responsibilities; and

          (3)  be  appropriate  for both the level of  responsibility  and total
               compensation for the position.

               Total compensation, resulting from the combination of base salary
               and monetary awards under the Plan, is designed to be competitive
               with  total   compensation  for  similar  positions  in  American
               industry.

3.   PARTICIPATION

     A.   Eligibility.  Only management  persons whose performance  directly and
          substantially  influences the annual  results of  Thomasville  will be
          considered  for  participation  in the Plan.  Ordinarily the extent of
          such  influence  will be reflected in the Bonus  Percentage (as herein
          defined).

     B.   Participation

          (1)  At the start of each Plan Year Thomasville management will submit
               a list of proposed  participants and Bonus Percentages for review
               and  approval  by the  Executive  Compensation  and Stock  Option
               Committee  of  the  Furniture  Brands   International   Board  of
               Directors (the "Committee").  The Committee may in its discretion
               change the participants and Bonus Percentages.

          (2)  To earn an award,  an individual must be designated a participant
               for the Plan Year and must participate  effectively for a minimum
               of eight full months of the Plan Year.

          (3)  A participant who has lost time due to illness,  or dies, retires
               or  becomes  totally  disabled  during  the  Plan  Year,  will be
               considered  for an award  under the Plan  provided  that  his/her
               influence  on  goal   achievement  can  be  identified  and  that
               achievement of results can be measured.

     C.   Non-Eligibility

          (1)  Any individual  whose employment is terminated at any time during
               the Plan Year by reason of voluntary or  encouraged  resignation,
               or who is discharged, will not receive an award.

          (2)  Any  individual  who has been demoted at any time during the Plan
               Year to a position  not  included in the Plan will not receive an
               award.

     D.   Plan Year. The Plan Year will correspond with the Thomasville calendar
          fiscal year.

4.   HOW THE PLAN WORKS

     A.   Plan Factors. There are two factors which will be measured in order to
          determine an award: opportunity and Thomasville performance.

          (1)  Opportunity is the potential  impact that a participant  may have
               on the  achievement  of  goals.  This is  expressed  by the Bonus
               Percentage.

          (2)  Thomasville  Performance  is the result of  achievement.  This is
               measured by the percentage of attainment of Thomasville's goals.

     B.   Notification  of  Participation.   Each  participant's   target  Bonus
          Percentage  will be  communicated  each Plan Year by  delivery  of the
          Participation Form (see Exhibit II).

     C.   Setting  Thomasville  Goals. At or prior to the beginning of each Plan
          Year,  Thomasville  management  will  recommend to the  Committee  for
          approval,  one or more  objective  measurable  performance  goals  for
          Thomasville  (the  "Goals")  for such year,  and the  weighting  to be
          assigned to each Goal. The Goals will be realistic, yet rigorous. They
          will  be  attainable,   but  attainment  will  require  above  average
          performance.   The   Committee   may,  in  its   discretion,   approve
          management's recommendations or change the Goals and/or weightings.

5.   MECHANICS OF DETERMINING AWARDS

     A.   Definitions of Terms

          (1)  Bonus  Percentage.  The Bonus  Percentage  will be expressed as a
               percentage  (not  less  than 10% and not more  than  100%) of the
               participant's  base salary.  That  percentage  will increase with
               significant  increases in  responsibility,  thus  recognizing the
               direct relationship between position responsibility and influence
               on Thomasville  results.  Participants  who are promoted during a
               Plan  Year to a  position  with a higher  Bonus  Percentage  will
               receive a prorated award based on the percentage of the Plan Year
               spent in each position.

          (2)  Aggregate  Target  Amount.  The  Aggregate  Target Amount will be
               expressed  as a dollar  amount,  calculated  by  multiplying  the
               participant's  base  annual  salary rate (in effect at the end of
               the Plan Year) by the Bonus  Percentage.  The result  will be the
               total  award  to  which  the  participant  will  be  entitled  if
               Thomasville achieves 100% of all Goals for that Plan Year.

          (3)  Weighted Target  Amounts.  For each Goal a Weighted Target Amount
               will be calculated by multiplying the Aggregate  Target Amount by
               the weighted  percentage  applicable to the Goal.  The result for
               each Goal  will be the  portion  of the total  award to which the
               participant will be entitled if Thomasville achieves 100% of that
               Goal for that Plan Year.  The sum of the Weighted  Target Amounts
               will equal the Aggregate Target Amount.

     B.   Mechanics of Determining Awards.

          (1)  Thomasville  Performance.  Thomasville's  performance against the
               Goals will be measured by the  percentage of  achievement of each
               Goal. Thomasville's performance with respect to each Goal will be
               based upon audited results.

          (2)  Achievement  of  Target.  The Plan is  designed  to  provide  the
               participant  with 100% of his/her  Weighted  Target  Amount  with
               respect to each Goal if Thomasville achieves 100% satisfaction of
               that Goal.

          (3)  Minimum  and  Maximum  Bonus  Percentage.   Each  Plan  Year  the
               Committee  will  establish  a minimum  percentage  (the  "Minimum
               Percentage") with respect to each Goal, which Minimum  Percentage
               will be 35% unless the Committee shall determine  otherwise.  The
               Minimum  Percentage will be paid regardless of achievement  below
               that level with respect to that Goal.

               Each year the  Committee  will  also  establish  a maximum  bonus
               percentage (the "Maximum  Percentage") with respect to each Goal,
               which Maximum  Percentage will be 125% unless the Committee shall
               determine   otherwise.   No  amount   greater  than  the  Maximum
               Percentage will be paid with respect to any Goal  notwithstanding
               performance greater than that percentage.

               Under certain  circumstances,  the Committee may establish  Goals
               the  achievement  of  which  contemplate   reducing  rather  than
               increasing  an  amount,  such as a reduced  debt level or reduced
               SG&A expenses.  In any such case,  the  percentage  which will be
               applied  to the  Weighted  Target  Amount  for such  Goal will be
               inversely  proportional to the performance  against the Goal. For
               example,  if a Goal is a  year-end  debt  amount  and the  actual
               year-end  debt is 105% of the Goal,  the  percentage  of Weighted
               Target  Amount to be paid with respect to that Goal would be 95%.
               In these  circumstances,  the  minimum  and  maximum  performance
               percentages will be expressed in terms of figures greater than or
               less than 100%, respectively.

          (4)  Calculation of Award. The percentage of Thomasville's achievement
               of each Goal will be applied to the  Weighted  Target  Amount for
               that Goal to  determine  the  amount of the  award  payable  with
               respect to that Goal.  Awards will be calculated  separately  for
               each Goal,  but will be  aggregated  and paid as one award check.
               The examples set forth in Exhibit I illustrate this calculation.

     6.   DISCRETIONARY   AWARDS   PROGRAM.   To  recognize   special  needs,  a
discretionary awards program is part of this Plan. Its objective is to recognize
the performance of Thomasville  through a more  qualitative  evaluation,  rather
than a quantitative  evaluation.  This could occur, for example,  if Thomasville
does not achieve one or more Goals due to  business or economic  reasons  beyond
its control but, given these adverse circumstances,  nonetheless performed well.
Under such  circumstances,  a special award may be granted at the  discretion of
the Committee.

     7.  PAYMENT OF AWARDS.  Awards,  to the extent  immediately  deductible  as
compensation  expense by  Thomasville  for  federal  income tax  purposes,  less
appropriate  withholdings,  will be paid by check as soon as practical after the
audited  close of a fiscal year. To the extent all or any portion of an award is
not immediately  deductible as  compensation  expense by Thomasville for federal
income tax purposes,  payment of such award or portion thereof,  as the case may
be,  will  be  deferred  until  following   termination  of  employment  of  the
participant,  whereupon such award or such portion thereof,  as the case may be,
plus simple interest at Thomasville's effective borrowing rate for the period of
deferral,  less appropriate  withholdings,  will be paid by check as soon as the
same shall become immediately  deductible as compensation expense by Thomasville
for federal income tax purposes.

     8. NO  CONTRACT  OF  EMPLOYMENT.  Participation  in the Plan  shall  not be
considered an agreement to employ a

participant for any period of time or in any position.


<PAGE>






                                    EXHIBIT I

Assumptions:

            Participant's Base Salary                   $50,000
            Bonus Percentage                             x   20% of base salary
                                                       ---------
            Aggregate Target Amount                     $12,500

            Weighted Thomasville Goals:

            Corporate results determine 30% of award (25% Sales; 75% Profits)
            Business  unit  results  determine  70% of award (25% Sales;  75%
            Profits)

                Goal 1 (Corporate Net Sales)            Weighted 7.5%
                Goal 2 (Corporate Pre-Tax Profit)       Weighted 22.5%
                Goal 3 (Divisional Net Sales)           Weighted 17.5%
                Goal 4 (Divisional Pre-Tax Profit)      Weighted 52.5%


             Weighted Target Amounts:

                Goal 1  ($12,500 x 7.5%)                            $   937.50
                Goal 2  ($12,500 x 22.5%)                           $ 2,812.50
                Goal 3  ($12,500 x 17.5%)                           $ 2,187.50
                Goal 4  ($12,500 x 52.5%)                           $ 6,562.50
                                                                    ----------
                                                                    $12,500.00


Example:

              Thomasville Goal Achievement:

                  Goal 1                                  120% of Goal
                  Goal 2                                  110% of Goal
                  Goal 3                                  110% of Goal
                  Goal 4                                   90% of Goal


               Award Payable:

                 Goal 1  (120% x $937.50)                $ 1,125.00
                 Goal 2  (110% x $2,812.50)              $ 3,093.75
                 Goal 3  (110% x $2,187.50)              $ 2,406.25
                 Goal 4  (90% x $6,562.50)               $ 5,906.25
                                                         ----------
                                    TOTAL                $12,531.25


<PAGE>




                                   EXHIBIT II
                     THOMASVILLE FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN


                               Participation Form




         PARTICIPANT:  ________________________________________________

         BONUS PERCENTAGE FOR [YEAR]:  ____________ %  OF BASE SALARY


               Summary: This year, [70%] of your bonus is based upon performance
          at the  business  unit  level  and [30%] of your  bonus is based  upon
          performance at the corporate  level.  Within each of those two levels,
          [75%] of your bonus is based upon  profits  and [25%] of your bonus is
          based upon sales.




       GOALS FOR [YEAR]                       AMOUNT               WEIGHTING
---------------------------------- ---------------------- ---------------------
Corporate Sales                           $000,000,000              00.00%
Corporate Pretax Profits                  $000,000,000              00.00%
[Wood] Division Sales                     $000,000,000              00.00
[Wood] Division Pretax Profits            $000,000,000              00.00%




<page>


                                                            Exhibit 10(j)


                      HENREDON FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN

















                                                    Adopted January 24, 2002


<PAGE>


                                TABLE OF CONTENTS




INTRODUCTION................................................................  1

OBJECTIVES OF PLAN..........................................................  1
         Objectives.........................................................  1
         Award Achievement..................................................  1

PARTICIPATION...............................................................  2
         Eligibility........................................................  2
         Participation......................................................  2
         Non-Eligibility....................................................  2
         Plan Year..........................................................  2

HOW THE PLAN WORKS..........................................................  2
         Plan Factors.......................................................  2
         Notification of Participation......................................  3
         Setting Henredon Goals.............................................  3

MECHANICS OF DETERMINING AWARDS.............................................  3
         Definitions of Terms...............................................  3
         Mechanics of Determining Awards....................................  4

DISCRETIONARY AWARDS PROGRAM................................................  4

PAYMENT OF AWARDS...........................................................  5

NO CONTRACT OF EMPLOYMENT...................................................  5
         EXHIBIT I..........................................................  6
         EXHIBIT II.........................................................  7



<PAGE>








                       HENREDON FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN



1.   INTRODUCTION

     This  Executive  Incentive  Plan (the  "Plan") has been  designed for those
management  persons at the corporate offices of Henredon  Furniture  Industries,
Inc.  ("Henredon")  who  directly and  substantially  influence  achievement  of
certain  corporate goals. The Plan provides  monetary awards for the achievement
of those  goals.  In select  cases,  the Plan  provides for  additional  special
discretionary awards.

     The Plan is in addition to and assumes the existence of a base salary which
is  competitive,   equitable,   and  subject  to  periodic   performance-related
adjustments.

     Henredon  believes that the total annual income of key employees  should be
influenced by their  individual and collective  effort,  and that rewards should
directly relate to the achievement of planned, meaningful results.

2.   OBJECTIVES OF PLAN

     A.   Objectives. The Plan has been created with several objectives in mind:

          (1)  to emphasize achievement of planned strategic objectives;

          (2)  to reinforce the importance of annual growth; and

          (3)  to  motivate  and  challenge  participating   executives  through
               meaningful compensation opportunities.

     B.   Award Achievement.  To achieve these objectives,  the Plan is designed
          to:

          (1)  provide for monetary awards of significant value related directly
               to measurable Henredon results;

          (2)  motivate participating  individuals to achieve results beyond the
               routine of position responsibilities; and

          (3)  be  appropriate  for both the level of  responsibility  and total
               compensation for the position.

               Total compensation, resulting from the combination of base salary
               and monetary awards under the Plan, is designed to be competitive
               with  total   compensation  for  similar  positions  in  American
               industry.

3.   PARTICIPATION

     A.   Eligibility.  Only management  persons whose performance  directly and
          substantially  influences  the  annual  results  of  Henredon  will be
          considered  for  participation  in the Plan.  Ordinarily the extent of
          such  influence  will be reflected in the Bonus  Percentage (as herein
          defined).

     B.   Participation

          (1)  At the start of each Plan Year Henredon  management will submit a
               list of proposed  participants  and Bonus  Percentages for review
               and  approval  by the  Executive  Compensation  and Stock  Option
               Committee  of  the  Furniture  Brands   International   Board  of
               Directors (the "Committee").  The Committee may in its discretion
               change the participants and Bonus Percentages.

          (2)  To earn an award,  an individual must be designated a participant
               for the Plan Year and must participate  effectively for a minimum
               of eight full months of the Plan Year.

          (3)  A participant who has lost time due to illness,  or dies, retires
               or  becomes  totally  disabled  during  the  Plan  Year,  will be
               considered  for an award  under the Plan  provided  that  his/her
               influence  on  goal   achievement  can  be  identified  and  that
               achievement of results can be measured.

     C.   Non-Eligibility

          (1)  Any individual  whose employment is terminated at any time during
               the Plan Year by reason of voluntary or  encouraged  resignation,
               or who is discharged, will not receive an award.

          (2)  Any  individual  who has been demoted at any time during the Plan
               Year to a position  not  included in the Plan will not receive an
               award.

     D.   Plan Year. The Plan Year will  correspond  with the Henredon  calendar
          fiscal year.

4.   HOW THE PLAN WORKS

     A.   Plan Factors. There are two factors which will be measured in order to
          determine an award:  opportunity and Henredon performance.

          (1)  Opportunity is the potential  impact that a participant  may have
               on the  achievement  of  goals.  This is  expressed  by the Bonus
               Percentage.

          (2)  Henredon  Performance  is the  result  of  achievement.  This  is
               measured by the percentage of attainment of Henredon's goals.

     B.   Notification  of  Participation.   Each  participant's   target  Bonus
          Percentage  will be  communicated  each Plan Year by  delivery  of the
          Participation Form (see Exhibit II).

     C.   Setting  Henredon  Goals.  At or prior to the  beginning  of each Plan
          Year,   Henredon  management  will  recommend  to  the  Committee  for
          approval,  one or more  objective  measurable  performance  goals  for
          Henredon (the "Goals") for such year, and the weighting to be assigned
          to each Goal. The Goals will be realistic,  yet rigorous. They will be
          attainable, but attainment will require above average performance. The
          Committee may, in its discretion, approve management's recommendations
          or change the Goals and/or weightings.

5.   MECHANICS OF DETERMINING AWARDS

     A.   Definitions of Terms

          (1)  Bonus  Percentage.  The Bonus  Percentage  will be expressed as a
               percentage  (not  less  than 10% and not more  than  100%) of the
               participant's  base salary.  That  percentage  will increase with
               significant  increases in  responsibility,  thus  recognizing the
               direct relationship between position responsibility and influence
               on Henredon results.  Participants who are promoted during a Plan
               Year to a position with a higher Bonus  Percentage will receive a
               prorated  award based on the percentage of the Plan Year spent in
               each position.

          (2)  Aggregate  Target  Amount.  The  Aggregate  Target Amount will be
               expressed  as a dollar  amount,  calculated  by  multiplying  the
               participant's  base  annual  salary rate (in effect at the end of
               the Plan Year) by the Bonus  Percentage.  The result  will be the
               total award to which the participant will be entitled if Henredon
               achieves 100% of all Goals for that Plan Year.

          (3)  Weighted Target  Amounts.  For each Goal a Weighted Target Amount
               will be calculated by multiplying the Aggregate  Target Amount by
               the weighted  percentage  applicable to the Goal.  The result for
               each Goal  will be the  portion  of the total  award to which the
               participant  will be entitled if Henredon  achieves  100% of that
               Goal for that Plan Year.  The sum of the Weighted  Target Amounts
               will equal the Aggregate Target Amount.

     B.   Mechanics of Determining Awards.

          (1)  Henredon  Performance.  Henredon's  performance against the Goals
               will be measured by the  percentage of  achievement of each Goal.
               Henredon's  performance  with  respect to each Goal will be based
               upon audited results.

          (2)  Achievement  of  Target.  The Plan is  designed  to  provide  the
               participant  with 100% of his/her  Weighted  Target  Amount  with
               respect to each Goal if Henredon  achieves 100%  satisfaction  of
               that Goal.

          (3)  Minimum  and  Maximum  Bonus  Percentage.   Each  Plan  Year  the
               Committee  will  establish  a minimum  percentage  (the  "Minimum
               Percentage") with respect to each Goal, which Minimum  Percentage
               will be 35% unless the Committee shall determine  otherwise.  The
               Minimum  Percentage will be paid regardless of achievement  below
               that level with respect to that Goal.

               Each year the  Committee  will  also  establish  a maximum  bonus
               percentage (the "Maximum  Percentage") with respect to each Goal,
               which Maximum  Percentage will be 125% unless the Committee shall
               determine   otherwise.   No  amount   greater  than  the  Maximum
               Percentage will be paid with respect to any Goal  notwithstanding
               performance greater than that percentage.

               Under certain  circumstances,  the Committee may establish  Goals
               the  achievement  of  which  contemplate   reducing  rather  than
               increasing  an  amount,  such as a reduced  debt level or reduced
               SG&A expenses.  In any such case,  the  percentage  which will be
               applied  to the  Weighted  Target  Amount  for such  Goal will be
               inversely  proportional to the performance  against the Goal. For
               example,  if a Goal is a  year-end  debt  amount  and the  actual
               year-end  debt is 105% of the Goal,  the  percentage  of Weighted
               Target  Amount to be paid with respect to that Goal would be 95%.
               In these  circumstances,  the  minimum  and  maximum  performance
               percentages will be expressed in terms of figures greater than or
               less than 100%, respectively.

          (4)  Calculation of Award. The percentage of Henredon's achievement of
               each Goal will be applied to the Weighted  Target Amount for that
               Goal to determine the amount of the award payable with respect to
               that Goal.  Awards will be calculated  separately  for each Goal,
               but will be aggregated and paid as one award check.  The examples
               set forth in Exhibit I illustrate this calculation.

     6.   DISCRETIONARY   AWARDS   PROGRAM.   To  recognize   special  needs,  a
discretionary awards program is part of this Plan. Its objective is to recognize
the performance of Henredon through a more qualitative evaluation, rather than a
quantitative  evaluation.  This could occur,  for example,  if Henredon does not
achieve one or more Goals due to business or economic reasons beyond its control
but, given these adverse  circumstances,  nonetheless performed well. Under such
circumstances,  a  special  award  may  be  granted  at  the  discretion  of the
Committee.

     7.  PAYMENT OF AWARDS.  Awards,  to the extent  immediately  deductible  as
compensation  expense  by  Henredon  for  federal  income  tax  purposes,   less
appropriate  withholdings,  will be paid by check as soon as practical after the
audited  close of a fiscal year. To the extent all or any portion of an award is
not  immediately  deductible  as  compensation  expense by Henredon  for federal
income tax purposes,  payment of such award or portion thereof,  as the case may
be,  will  be  deferred  until  following   termination  of  employment  of  the
participant,  whereupon such award or such portion thereof,  as the case may be,
plus simple  interest at Henredon's  effective  borrowing rate for the period of
deferral,  less appropriate  withholdings,  will be paid by check as soon as the
same shall become immediately deductible as compensation expense by Henredon for
federal income tax purposes.

     8. NO  CONTRACT  OF  EMPLOYMENT.  Participation  in the Plan  shall  not be
considered an agreement to employ a participant for any period of time or in any
position.


<PAGE>


                                    EXHIBIT I


     Assumptions:


      Participant's Base Salary                       $100,000
      Bonus Percentage                                 x   20% (of base salary)
                                                      ---------
      Aggregate Target Amount                          $20,000

      Weighted Henredon Goals:

           Goal 1 (e.g., Net Sales)                        Weighted 25%
           Goal 2 (e.g., Pretax Profit)                    Weighted 75%

       Weighted Target Amounts:

           Goal 1  ($20,000 x 20%)                             $  5,000
           Goal 2  ($20,000 x 40%)                             $ 15,000
                                                               --------
             TOTAL                                             $ 20,000


        Example:

        Henredon Goal Achievement:

           Goal 1                                           90% of Goal
           Goal 2                                          110% of Goal

        Award Payable:

           Goal 1  (90% x $5,000)                              $  4,500
           Goal 2  (110% x $15,000)                            $ 16,500
                                                               --------
           TOTAL                                               $ 21,000



<PAGE>


                                   EXHIBIT II
                       HENREDON FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN


                               Participation Form




         PARTICIPANT:  _______________________________________________

         BONUS PERCENTAGE FOR [YEAR]:  ____________ %  OF BASE SALARY




   GOALS FOR [YEAR]                   AMOUNT                WEIGHTING

    Net Sales                       $000,000,000                00%

    Pretax Earnings                 $000,000,000                00%



<page>



                                                           Exhibit 10(k)



                   DREXEL HERITAGE FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN

















                                                    Adopted January 24, 2002


<PAGE>


                                TABLE OF CONTENTS




INTRODUCTION................................................................  1

OBJECTIVES OF PLAN..........................................................  1
         Objectives.........................................................  1
         Award Achievement..................................................  1

PARTICIPATION...............................................................  2
         Eligibility........................................................  2
         Participation......................................................  2
         Non-Eligibility....................................................  2
         Plan Year..........................................................  2

HOW THE PLAN WORKS..........................................................  2
         Plan Factors.......................................................  2
         Notification of Participation......................................  3
         Setting Drexel Heritage Goals......................................  3

MECHANICS OF DETERMINING AWARDS.............................................  3
         Definitions of Terms...............................................  3
         Mechanics of Determining Awards....................................  4

DISCRETIONARY AWARDS PROGRAM................................................  4

PAYMENT OF AWARDS...........................................................  5

NO CONTRACT OF EMPLOYMENT...................................................  5
         EXHIBIT I..........................................................  6
         EXHIBIT II.........................................................  7



<PAGE>








                   DREXEL HERITAGE FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN


1.   INTRODUCTION

     This  Executive  Incentive  Plan (the  "Plan") has been  designed for those
management  persons  at the  corporate  offices  of  Drexel  Heritage  Furniture
Industries,  Inc. ("Drexel  Heritage") who directly and substantially  influence
achievement of certain  corporate goals.  The Plan provides  monetary awards for
the  achievement  of  those  goals.  In  select  cases,  the Plan  provides  for
additional special discretionary awards.

     The Plan is in addition to and assumes the existence of a base salary which
is  competitive,   equitable,   and  subject  to  periodic   performance-related
adjustments.

     Drexel  Heritage  believes  that the total annual  income of key  employees
should be influenced by their individual and collective effort, and that rewards
should directly relate to the achievement of planned, meaningful results.

2.   OBJECTIVES OF PLAN

     A.   Objectives. The Plan has been created with several objectives in mind:

          (1)  to emphasize achievement of planned strategic objectives;

          (2)  to reinforce the importance of annual growth; and

          (3)  to  motivate  and  challenge  participating   executives  through
               meaningful compensation opportunities.

     B.   Award Achievement.  To achieve these objectives,  the Plan is designed
          to:

          (1)  provide for monetary awards of significant value related directly
               to measurable Drexel Heritage results;

          (2)  motivate participating  individuals to achieve results beyond the
               routine of position responsibilities; and

          (3)  be  appropriate  for both the level of  responsibility  and total
               compensation for the position.

               Total compensation, resulting from the combination of base salary
               and monetary awards under the Plan, is designed to be competitive
               with  total   compensation  for  similar  positions  in  American
               industry.

3.   PARTICIPATION

     A.   Eligibility.  Only management  persons whose performance  directly and
          substantially influences the annual results of Drexel Heritage will be
          considered  for  participation  in the Plan.  Ordinarily the extent of
          such  influence  will be reflected in the Bonus  Percentage (as herein
          defined).

     B.   Participation

          (1)  At the start of each Plan Year Drexel  Heritage  management  will
               submit a list of proposed  participants and Bonus Percentages for
               review  and  approval  by the  Executive  Compensation  and Stock
               Option Committee of the Furniture Brands  International  Board of
               Directors (the "Committee").  The Committee may in its discretion
               change the participants and Bonus Percentages.

          (2)  To earn an award,  an individual must be designated a participant
               for the Plan Year and must participate  effectively for a minimum
               of eight full months of the Plan Year.

          (3)  A participant who has lost time due to illness,  or dies, retires
               or  becomes  totally  disabled  during  the  Plan  Year,  will be
               considered  for an award  under the Plan  provided  that  his/her
               influence  on  goal   achievement  can  be  identified  and  that
               achievement of results can be measured.

     C.   Non-Eligibility

          (1)  Any individual  whose employment is terminated at any time during
               the Plan Year by reason of voluntary or  encouraged  resignation,
               or who is discharged, will not receive an award.

          (2)  Any  individual  who has been demoted at any time during the Plan
               Year to a position  not  included in the Plan will not receive an
               award.

     D.   Plan Year.  The Plan Year will  correspond  with the  Drexel  Heritage
          calendar fiscal year.


4.   HOW THE PLAN WORKS

     A.   Plan Factors. There are two factors which will be measured in order to
          determine an award: opportunity and Drexel Heritage performance.

          (1)  Opportunity is the potential  impact that a participant  may have
               on the  achievement  of  goals.  This is  expressed  by the Bonus
               Percentage.

          (2)  Drexel Heritage Performance is the result of achievement. This is
               measured by the  percentage of  attainment  of Drexel  Heritage's
               goals.

     B.   Notification  of  Participation.   Each  participant's   target  Bonus
          Percentage  will be  communicated  each Plan Year by  delivery  of the
          Participation Form (see Exhibit II).

     C.   Setting Drexel  Heritage  Goals.  At or prior to the beginning of each
          Plan Year, Drexel Heritage  management will recommend to the Committee
          for approval,  one or more objective measurable  performance goals for
          Drexel  Heritage (the "Goals") for such year,  and the weighting to be
          assigned to each Goal. The Goals will be realistic, yet rigorous. They
          will  be  attainable,   but  attainment  will  require  above  average
          performance.   The   Committee   may,  in  its   discretion,   approve
          management's recommendations or change the Goals and/or weightings.

5.   MECHANICS OF DETERMINING AWARDS

     A.   Definitions of Terms

          (1)  Bonus  Percentage.  The Bonus  Percentage  will be expressed as a
               percentage  (not  less  than 10% and not more  than  100%) of the
               participant's  base salary.  That  percentage  will increase with
               significant  increases in  responsibility,  thus  recognizing the
               direct relationship between position responsibility and influence
               on Drexel Heritage results.  Participants who are promoted during
               a Plan Year to a position  with a higher  Bonus  Percentage  will
               receive a prorated award based on the percentage of the Plan Year
               spent in each position.

          (2)  Aggregate  Target  Amount.  The  Aggregate  Target Amount will be
               expressed  as a dollar  amount,  calculated  by  multiplying  the
               participant's  base  annual  salary rate (in effect at the end of
               the Plan Year) by the Bonus  Percentage.  The result  will be the
               total award to which the  participant  will be entitled if Drexel
               Heritage achieves 100% of all Goals for that Plan Year.

          (3)  Weighted Target  Amounts.  For each Goal a Weighted Target Amount
               will be calculated by multiplying the Aggregate  Target Amount by
               the weighted  percentage  applicable to the Goal.  The result for
               each Goal  will be the  portion  of the total  award to which the
               participant will be entitled if Drexel Heritage  achieves 100% of
               that  Goal for that Plan  Year.  The sum of the  Weighted  Target
               Amounts will equal the Aggregate Target Amount.

     B.   Mechanics of Determining Awards.

          (1)  Drexel  Heritage  Performance.   Drexel  Heritage's   performance
               against  the  Goals  will  be  measured  by  the   percentage  of
               achievement  of each Goal.  Drexel  Heritage's  performance  with
               respect to each Goal will be based upon audited results.

          (2)  Achievement  of  Target.  The Plan is  designed  to  provide  the
               participant  with 100% of his/her  Weighted  Target  Amount  with
               respect   to  each  Goal  if  Drexel   Heritage   achieves   100%
               satisfaction of that Goal.

          (3)  Minimum  and  Maximum  Bonus  Percentage.   Each  Plan  Year  the
               Committee  will  establish  a minimum  percentage  (the  "Minimum
               Percentage") with respect to each Goal, which Minimum  Percentage
               will be 35% unless the Committee shall determine  otherwise.  The
               Minimum  Percentage will be paid regardless of achievement  below
               that level with respect to that Goal.

               Each year the  Committee  will  also  establish  a maximum  bonus
               percentage (the "Maximum  Percentage") with respect to each Goal,
               which Maximum  Percentage will be 125% unless the Committee shall
               determine   otherwise.   No  amount   greater  than  the  Maximum
               Percentage will be paid with respect to any Goal  notwithstanding
               performance greater than that percentage.

               Under certain  circumstances,  the Committee may establish  Goals
               the  achievement  of  which  contemplate   reducing  rather  than
               increasing  an  amount,  such as a reduced  debt level or reduced
               SG&A expenses.  In any such case,  the  percentage  which will be
               applied  to the  Weighted  Target  Amount  for such  Goal will be
               inversely  proportional to the performance  against the Goal. For
               example,  if a Goal is a  year-end  debt  amount  and the  actual
               year-end  debt is 105% of the Goal,  the  percentage  of Weighted
               Target  Amount to be paid with respect to that Goal would be 95%.
               In these  circumstances,  the  minimum  and  maximum  performance
               percentages will be expressed in terms of figures greater than or
               less than 100%, respectively.

          (4)  Calculation  of  Award.  The  percentage  of  Drexel   Heritage's
               achievement  of each Goal will be applied to the Weighted  Target
               Amount for that Goal to determine the amount of the award payable
               with respect to that Goal.  Awards will be calculated  separately
               for each  Goal,  but  will be  aggregated  and paid as one  award
               check.  The  examples  set  forth in  Exhibit I  illustrate  this
               calculation.

     6.   DISCRETIONARY   AWARDS   PROGRAM.   To  recognize   special  needs,  a
discretionary awards program is part of this Plan. Its objective is to recognize
the performance of Drexel Heritage through a more qualitative evaluation, rather
than a  quantitative  evaluation.  This  could  occur,  for  example,  if Drexel
Heritage does not achieve one or more Goals due to business or economic  reasons
beyond its control but, given these adverse circumstances, nonetheless performed
well. Under such circumstances, a special award may be granted at the discretion
of the Committee.

     7.  PAYMENT OF AWARDS.  Awards,  to the extent  immediately  deductible  as
compensation  expense by Drexel  Heritage for federal income tax purposes,  less
appropriate  withholdings,  will be paid by check as soon as practical after the
audited  close of a fiscal year. To the extent all or any portion of an award is
not  immediately  deductible  as  compensation  expense by Drexel  Heritage  for
federal income tax purposes,  payment of such award or portion  thereof,  as the
case may be, will be deferred until  following  termination of employment of the
participant,  whereupon such award or such portion thereof,  as the case may be,
plus  simple  interest at Drexel  Heritage's  effective  borrowing  rate for the
period of deferral, less appropriate withholdings, will be paid by check as soon
as the same shall  become  immediately  deductible  as  compensation  expense by
Drexel Heritage for federal income tax purposes.

     8. NO  CONTRACT  OF  EMPLOYMENT.  Participation  in the Plan  shall  not be
considered an agreement to employ a participant for any period of time or in any
position.


<PAGE>


                                    EXHIBIT I


      Assumptions:


        Participant's Base Salary                    $100,000
        Bonus Percentage                               x   20% (of base salary)
                                                    ---------
        Aggregate Target Amount                       $20,000

        Weighted Drexel Heritage Goals:

            Goal 1 (e.g., Net Sales)                        Weighted 25%
            Goal 2 (e.g., Pretax Profit)                    Weighted 75%

        Weighted Target Amounts:

            Goal 1  ($20,000 x 20%)                              $ 5,000
            Goal 2  ($20,000 x 40%)                             $ 15,000
                                                                --------
            TOTAL                                                $20,000


         Example:


          Drexel Heritage Goal Achievement:

              Goal 1                                           90% of Goal
              Goal 2                                          110% of Goal

          Award Payable:

              Goal 1  (90% x $5,000)                              $  4,500
              Goal 2  (110% x $15,000)                            $ 16,500
                                                                  --------
              TOTAL                                               $ 21,000



<PAGE>


                                   EXHIBIT II
                   DREXEL HERITAGE FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN


                               Participation Form




         PARTICIPANT:  _______________________________________________

         BONUS PERCENTAGE FOR [YEAR]:  ____________ %  OF BASE SALARY




         GOALS FOR [YEAR]                 AMOUNT                WEIGHTING

         Net Sales                       $000,000,000                00%
         Pretax Earnings                 $000,000,000                00%



<page>


                                                              Exhibit 10(l)


                   MAITLAND-SMITH FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN




























                                              Adopted January 24, 2002


<PAGE>


                                TABLE OF CONTENTS




INTRODUCTION.................................................................  1

OBJECTIVES OF PLAN...........................................................  1
         Objectives..........................................................  1
         Award Achievement...................................................  1

PARTICIPATION................................................................  2
         Eligibility.........................................................  2
         Participation.......................................................  2
         Non-Eligibility.....................................................  2
         Plan Year...........................................................  2

HOW THE PLAN WORKS...........................................................  2
         Plan Factors........................................................  2
         Notification of Participation.......................................  3
         Setting Maitland-Smith Goals........................................  3

MECHANICS OF DETERMINING AWARDS..............................................  3
         Definitions of Terms................................................  3
         Mechanics of Determining Awards.....................................  4

DISCRETIONARY AWARDS PROGRAM.................................................  4

PAYMENT OF AWARDS............................................................  5

NO CONTRACT OF EMPLOYMENT....................................................  5
         EXHIBIT I...........................................................  6
         EXHIBIT II..........................................................  7



<PAGE>








                    MAITLAND-SMITH FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN


1.   INTRODUCTION

     This  Executive  Incentive  Plan (the  "Plan") has been  designed for those
management  persons  at  the  corporate  offices  of  Maitland-Smith   Furniture
Industries,  Inc.  ("Maitland-Smith")  who directly and substantially  influence
achievement of certain  corporate goals.  The Plan provides  monetary awards for
the  achievement  of  those  goals.  In  select  cases,  the Plan  provides  for
additional special discretionary awards.

     The Plan is in addition to and assumes the existence of a base salary which
is  competitive,   equitable,   and  subject  to  periodic   performance-related
adjustments.

     Maitland-Smith  believes  that the total  annual  income  of key  employees
should be influenced by their individual and collective effort, and that rewards
should directly relate to the achievement of planned, meaningful results.

2.   OBJECTIVES OF PLAN

     A.   Objectives. The Plan has been created with several objectives in mind:

          (1)  to emphasize achievement of planned strategic objectives;

          (2)  to reinforce the importance of annual growth; and

          (3)  to  motivate  and  challenge  participating   executives  through
               meaningful compensation opportunities.

     B.   Award Achievement.  To achieve these objectives,  the Plan is designed
          to:

          (1)  provide for monetary awards of significant value related directly
               to measurable Maitland-Smith results;

          (2)  motivate participating  individuals to achieve results beyond the
               routine of position responsibilities; and

          (3)  be  appropriate  for both the level of  responsibility  and total
               compensation for the position.

               Total compensation, resulting from the combination of base salary
               and monetary awards under the Plan, is designed to be competitive
               with  total   compensation  for  similar  positions  in  American
               industry.

3.   PARTICIPATION

     A.   Eligibility.  Only management  persons whose performance  directly and
          substantially  influences the annual results of Maitland-Smith will be
          considered  for  participation  in the Plan.  Ordinarily the extent of
          such  influence  will be reflected in the Bonus  Percentage (as herein
          defined).

     B.   Participation

          (1)  At the  start of each Plan Year  Maitland-Smith  management  will
               submit a list of proposed  participants and Bonus Percentages for
               review  and  approval  by the  Executive  Compensation  and Stock
               Option Committee of the Furniture Brands  International  Board of
               Directors (the "Committee").  The Committee may in its discretion
               change the participants and Bonus Percentages.

          (2)  To earn an award,  an individual must be designated a participant
               for the Plan Year and must participate  effectively for a minimum
               of eight full months of the Plan Year.

          (3)  A participant who has lost time due to illness,  or dies, retires
               or  becomes  totally  disabled  during  the  Plan  Year,  will be
               considered  for an award  under the Plan  provided  that  his/her
               influence  on  goal   achievement  can  be  identified  and  that
               achievement of results can be measured.

     C.   Non-Eligibility

          (1)  Any individual  whose employment is terminated at any time during
               the Plan Year by reason of voluntary or  encouraged  resignation,
               or who is discharged, will not receive an award.

          (2)  Any  individual  who has been demoted at any time during the Plan
               Year to a position  not  included in the Plan will not receive an
               award.

     D.   Plan  Year.  The Plan Year  will  correspond  with the  Maitland-Smith
          calendar fiscal year.

4.   HOW THE PLAN WORKS

     A.   Plan Factors. There are two factors which will be measured in order to
          determine an award: opportunity and Maitland-Smith performance.

          (1)  Opportunity is the potential  impact that a participant  may have
               on the  achievement  of  goals.  This is  expressed  by the Bonus
               Percentage.

          (2)  Maitland-Smith Performance is the result of achievement.  This is
               measured by the  percentage  of  attainment  of  Maitland-Smith's
               goals.

     B.   Notification  of  Participation.   Each  participant's   target  Bonus
          Percentage  will be  communicated  each Plan Year by  delivery  of the
          Participation Form (see Exhibit II).

     C.   Setting  Maitland-Smith  Goals.  At or prior to the  beginning of each
          Plan Year,  Maitland-Smith  management will recommend to the Committee
          for approval,  one or more objective measurable  performance goals for
          Maitland-Smith  (the  "Goals") for such year,  and the weighting to be
          assigned to each Goal. The Goals will be realistic, yet rigorous. They
          will  be  attainable,   but  attainment  will  require  above  average
          performance.   The   Committee   may,  in  its   discretion,   approve
          management's recommendations or change the Goals and/or weightings.

5.   MECHANICS OF DETERMINING AWARDS

     A.   Definitions of Terms

          (1)  Bonus  Percentage.  The Bonus  Percentage  will be expressed as a
               percentage  (not  less  than 10% and not more  than  100%) of the
               participant's  base salary.  That  percentage  will increase with
               significant  increases in  responsibility,  thus  recognizing the
               direct relationship between position responsibility and influence
               on Maitland-Smith results. Participants who are promoted during a
               Plan  Year to a  position  with a higher  Bonus  Percentage  will
               receive a prorated award based on the percentage of the Plan Year
               spent in each position.

          (2)  Aggregate  Target  Amount.  The  Aggregate  Target Amount will be
               expressed  as a dollar  amount,  calculated  by  multiplying  the
               participant's  base  annual  salary rate (in effect at the end of
               the Plan Year) by the Bonus  Percentage.  The result  will be the
               total  award  to  which  the  participant  will  be  entitled  if
               Maitland-Smith achieves 100% of all Goals for that Plan Year.

          (3)  Weighted Target  Amounts.  For each Goal a Weighted Target Amount
               will be calculated by multiplying the Aggregate  Target Amount by
               the weighted  percentage  applicable to the Goal.  The result for
               each Goal  will be the  portion  of the total  award to which the
               participant will be entitled if  Maitland-Smith  achieves 100% of
               that  Goal for that Plan  Year.  The sum of the  Weighted  Target
               Amounts will equal the Aggregate Target Amount.

     B.   Mechanics of Determining Awards.

          (1)  Maitland-Smith Performance.  Maitland-Smith's performance against
               the Goals will be measured by the  percentage of  achievement  of
               each Goal. Maitland-Smith's performance with respect to each Goal
               will be based upon audited results.

          (2)  Achievement  of  Target.  The Plan is  designed  to  provide  the
               participant  with 100% of his/her  Weighted  Target  Amount  with
               respect to each Goal if Maitland-Smith achieves 100% satisfaction
               of that Goal.

          (3)  Minimum  and  Maximum  Bonus  Percentage.   Each  Plan  Year  the
               Committee  will  establish  a minimum  percentage  (the  "Minimum
               Percentage") with respect to each Goal, which Minimum  Percentage
               will be 35% unless the Committee shall determine  otherwise.  The
               Minimum  Percentage will be paid regardless of achievement  below
               that level with respect to that Goal.

               Each year the  Committee  will  also  establish  a maximum  bonus
               percentage (the "Maximum  Percentage") with respect to each Goal,
               which Maximum  Percentage will be 125% unless the Committee shall
               determine   otherwise.   No  amount   greater  than  the  Maximum
               Percentage will be paid with respect to any Goal  notwithstanding
               performance greater than that percentage.

               Under certain  circumstances,  the Committee may establish  Goals
               the  achievement  of  which  contemplate   reducing  rather  than
               increasing  an  amount,  such as a reduced  debt level or reduced
               SG&A expenses.  In any such case,  the  percentage  which will be
               applied  to the  Weighted  Target  Amount  for such  Goal will be
               inversely  proportional to the performance  against the Goal. For
               example,  if a Goal is a  year-end  debt  amount  and the  actual
               year-end  debt is 105% of the Goal,  the  percentage  of Weighted
               Target  Amount to be paid with respect to that Goal would be 95%.
               In these  circumstances,  the  minimum  and  maximum  performance
               percentages will be expressed in terms of figures greater than or
               less than 100%, respectively.

          (4)  Calculation  of  Award.   The   percentage  of   Maitland-Smith's
               achievement  of each Goal will be applied to the Weighted  Target
               Amount for that Goal to determine the amount of the award payable
               with respect to that Goal.  Awards will be calculated  separately
               for each  Goal,  but  will be  aggregated  and paid as one  award
               check.  The  examples  set  forth in  Exhibit I  illustrate  this
               calculation.

     6.   DISCRETIONARY   AWARDS   PROGRAM.   To  recognize   special  needs,  a
discretionary awards program is part of this Plan. Its objective is to recognize
the performance of Maitland-Smith through a more qualitative evaluation,  rather
than a quantitative evaluation. This could occur, for example, if Maitland-Smith
does not achieve one or more Goals due to  business or economic  reasons  beyond
its control but, given these adverse circumstances,  nonetheless performed well.
Under such  circumstances,  a special award may be granted at the  discretion of
the Committee.

     7.  PAYMENT OF AWARDS.  Awards,  to the extent  immediately  deductible  as
compensation  expense by  Maitland-Smith  for federal income tax purposes,  less
appropriate  withholdings,  will be paid by check as soon as practical after the
audited  close of a fiscal year. To the extent all or any portion of an award is
not immediately deductible as compensation expense by Maitland-Smith for federal
income tax purposes,  payment of such award or portion thereof,  as the case may
be,  will  be  deferred  until  following   termination  of  employment  of  the
participant,  whereupon such award or such portion thereof,  as the case may be,
plus simple interest at Maitland-Smith's effective borrowing rate for the period
of deferral, less appropriate withholdings, will be paid by check as soon as the
same  shall  become   immediately   deductible   as   compensation   expense  by
Maitland-Smith for federal income tax purposes.

     8. NO  CONTRACT  OF  EMPLOYMENT.  Participation  in the Plan  shall  not be
considered an agreement to employ a participant for any period of time or in any
position.


<PAGE>


                                    EXHIBIT I


    Assumptions:


      Participant's Base Salary                     $100,000
      Bonus Percentage                                x   20% (of base salary)
                                                    ---------
      Aggregate Target Amount                        $20,000

      Weighted Maitland-Smith Goals:

             Goal 1 (e.g., Net Sales)                        Weighted 25%
             Goal 2 (e.g., Pretax Profit)                    Weighted 75%

      Weighted Target Amounts:

             Goal 1  ($20,000 x 20%)                              $ 5,000
             Goal 2  ($20,000 x 40%)                             $ 15,000
                                                                 --------
             TOTAL                                                $20,000


       Example:

       Maitland-Smith Goal Achievement:

              Goal 1                                           90% of Goal
              Goal 2                                          110% of Goal

        Award Payable:

              Goal 1  (90% x $5,000)                            $ 4,500
              Goal 2  (110% x $15,000)                         $ 16,500
                                                               --------
           TOTAL                                                $21,000



<PAGE>


                                   EXHIBIT II
                    MAITLAND-SMITH FURNITURE INDUSTRIES, INC.

                            EXECUTIVE INCENTIVE PLAN


                               Participation Form




         PARTICIPANT:  _______________________________________________

         BONUS PERCENTAGE FOR [YEAR]:  ____________ %  OF BASE SALARY




          GOALS FOR [YEAR]                 AMOUNT                WEIGHTING

         Net Sales                       $000,000,000                00%

         Pretax Earnings                 $000,000,000                00%



<page>

                                                               Exhibit 21



                              LIST OF SUBSIDIARIES
                                       OF
                      FURNITURE BRANDS INTERNATIONAL, INC.


       Name of Subsidiary                         Jurisdiction of Incorporation

Action Transport, Inc.                                       Delaware
Broyhill Furniture Industries, Inc.                          North Carolina
Broyhill Transport, Inc.                                     North Carolina
Cebu Agency Limited                                          Hong Kong
Classic Design Furnishings, Inc.                             Virginia
Decorative Hardware Solutions Ltd.                           Vanuatu
Design Agency Limited                                        Hong Kong
D-H Retail Space, Inc.                                       Delaware
Drexel Heritage Furniture Industries, Inc.                   Delaware
Fayette Enterprises, Inc.                                    Mississippi
Furniture Brands Export Co., Ltd.                            Barbados
HDM Furniture Industries, Inc.                               Delaware
Henredon Furniture Industries, Inc.                          Delaware
Henredon Transportation Company                              North Carolina
Lane Furniture Industries, Inc.                              Mississippi
Laneventure, Inc.                                            Delaware
Maitland-Smith Asia Holdings Limited                         Vanuatu
Maitland-Smith Cebu, Inc.                                    Philippines
Maitland-Smith Furniture Industries, Inc.                    Delaware
Maitland-Smith Home Furnishings, Inc.                        Delaware
Maitland-Smith Limited                                       Hong Kong
P.T. Maitland-Smith                                          Indonesia
Perabut Bermutu (L) Bhd.                                     Malaysia
The Lane Company, Incorporated                               Virginia
Thomasville Furniture Industries, Inc.                       Delaware
Thomasville Home Furnishings, Inc.                           Delaware


<page>

                                                               Exhibit 23











                          Independent Auditors' Consent


The Board of Directors
Furniture Brands International, Inc.:


We consent to incorporation  by reference in the  registration  statements (Nos.
33-65714,  333-6990,  333-39355,  333-80189)  on Form  S-8 of  Furniture  Brands
International,  Inc.  of our report  dated  January  24,  2002,  relating to the
consolidated  balance  sheets  of  Furniture  Brands  International,   Inc.  and
subsidiaries  as of  December  31, 2001 and 2000,  and the related  consolidated
statements of operations,  shareholders'  equity, and cash flows and the related
schedule for each of the years in the three-year period ended December 31, 2001,
which  report  appears in the  December  31, 2001 annual  report on Form 10-K of
Furniture Brands International, Inc.




St. Louis, Missouri
March 25, 2002