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                                                                  EXHIBIT 10.12




                              LADD FURNITURE, INC.

                        1995 LONG-TERM INCENTIVE PROGRAM

                                 PLAN HIGHLIGHTS



     1. The  Long-Term  Incentive  Program  consists  of an annual  award of the
following three elements:

         -     Incentive Stock Options

         -     Restricted Stock Grants

         -     Performance Units  convertible  to cash  at  the  end of a 3-year
               planning period (1995-1997); par value is $100 per unit

     2. Award levels are based on a percentage of the participant's  base salary
in effect when the award is granted as follows:

         a)    LADD Chief Executive Officer and Chief Operating Officer

                                                          % of Salary

                      Incentive Stock Options               30.0%
                      Restricted Stock Grants               18.8%
                      Performance Units                     18.7%
                            Total                           67.5%


         b)    Operating Company  Presidents & LADD Chief Financial Officer, VP
               Human Resources, VP Market Development, VP Manufacturing Services

                                                          % of Salary

                      Incentive Stock Options               12.5%
                      Restricted Stock Grants               12.5%
                      Performance Units                     25.0%
                            Total                           50.0%

     3.  Performance  Unit  payments will be based on the  achievement  of sales
growth and return on investment goals as follows:

             
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    a)    For Corporate Participants

          3-Year Average ROE for LADD          55%
          3-Year Sales Growth for LADD         45%
                Total                         100%

     b)    For Operating Company Participants

           3-Year Average ROIC for Operating Company        55%
           3-Year Sales Growth for Operating Company        45%
                 Total                                     100%



     4. Valuation of Performance  Units at the end of the 3-year planning period
will be based on the following performance criteria:


                                ROE          ROIC  Sales Growth

         Minimum Incentive        8%         12%   Industry Growth Rate*

         Target Incentive        12%         16%   Industry  Growth Rate*+1.5%

         Maximum Incentive       15%         20%   Industry  Growth Rate*+3%

          *Industry Growth Rate defined to be U.S. Commerce Department Furniture
          Growth  Index.  The Board  reserves  the right to change or modify the
          index if  experience  shows the index not to be a good  measure of the
          Industry's performance.


     5. Each  Performance  Unit  will be  valued  at the end of the  performance
period using a graduated  scale ranging  between $50 and $150 per unit.  Minimum
performance levels are required to receive any payment.


        -       Minimum incentive -     $50 per unit

        -       Target incentive  -     $100 per unit

        -       Maximum incentive -     $150 per unit


         Payments  for  Performance   Units  earned  for  1995  -  1997
         performance period will be made in cash by June 1, 1998.

      
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     6.  Incentive  Stock  Options will be granted at market price on the day of
the grant, and, as long as the participant  remains an employee of LADD, will be
vested as follows:

                                    After 1 Year                   25%
                                    After 2 Years                  50%
                                    After 3 Years                  75%
                                    After 4 Years                 100%

     7.  Restricted  Stock  Grants will permit a  participant  to purchase  LADD
shares for $.10 per share.  The  shares may be  repurchased  by LADD at the same
price if the  participant  ceases to be an  employee of LADD before 5 years have
elapsed.

     8. The participant must be an employee at the end of the planning period to
receive any payment for the Performance  Units. If the participant  changes LADD
business  units  during the  planning  period,  a  pro-rata  share of the earned
Performance Units will be granted for the period the individual  participated in
the Long-Term Incentive Program in the respective business units.

     9.  Participants  who enter the plan  other  than at the  beginning  of the
planning  period will receive stock options,  restricted  stock and  performance
units as recommended by management  and approved by the  Compensation  Committee
and the Board of Directors.

     10.  When a plan  participant  retires  (minimum  age 55),  dies or becomes
disabled during a three-year  plan period,  the  Compensation  Committee and the
Board of Directors will determine the amount and terms of payment of performance
units earned and the amount of stock to be repurchased.



                                                                  March 2, 1995


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