Swap Agreement From CIBC                             1
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Date: November 8, 2001

To: WinsLoew Furniture, Inc.          From: Canadian Imperial Bank of Commerce
    (hereinafter referred                    (hereinafter referred to as CIBC)
     to as Counterparty)

Attention: Randy Raiford              Contact: Sarvneet Kohli

Phone Number: (205) 408-7600          Phone Number: (212) 885-4413

Facsimile Number: (205) 408-7028      Facsimile Number: (212) 885-4378

Re: CIBC Reference # 424100

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The purpose of this  letter  (this  Confirmation)  is to confirm the terms and
conditions  of the Swap  Transaction  entered  into between us on the Trade Date
specified below.

The  definitions  and  provisions  contained  in the 2000 ISDA  Definitions,  as
published  by the  International  Swaps and  Derivatives  Association,  Inc. are
incorporated into this Confirmation.  In the event of any inconsistency  between
those definitions and provisions and this  Confirmation,  this Confirmation will
govern.

This Confirmation  evidences a complete and binding agreement between you and us
as to the terms of the Swap Transaction to which this Confirmation  relates.  In
addition,  you and we agree to use all reasonable efforts promptly to negotiate,
execute  and  deliver  an  agreement  in the form of the ISDA  Master  Agreement
(Multicurrency Cross  Border) (the ISDA Form),  with such modifications as you
and we will in good faith  agree.  Upon the  execution  by you and us of such an
agreement,  this Confirmation will supplement,  form a part of and be subject to
that agreement. All provisions contained in or incorporated by reference in that
agreement upon its execution will govern this  Confirmation  except as expressly
modified below. Until we execute and deliver that agreement,  this Confirmation,
together  with  all  other  documents   referring  to  the  ISDA  Form  (each  a
Confirmation)  confirming  transactions  (each a  Transaction)  entered into
between you and us (notwithstanding anything to the contrary in a Confirmation),
shall supplement, form a part of, and be subject to, an agreement in the form of
the ISDA Form as if we had  executed an  agreement in such form (but without any
Schedule  except  for the  election  of the laws of the State of New York as the
governing  law and USD as the  Termination  Currency)  on the Trade  Date of the
first such Transaction between us. In the event of any inconsistency between the
provisions  of that  agreement and this  Confirmation,  this  Confirmation  will
prevail for purposes of this Swap Transaction.

1. The terms of the  particular  Swap  Transaction  to which  this  Confirmation
   relates are as follows:

Notional Amount:           USD 100,000,000 (see attached Amortization Schedule)

Trade Date:                August 2, 2001

Effective Date:            August 6, 2001

Termination Date:          March 31, 2005,  subject to adjustment in accordance
                           with the Modified Following Business Day Convention.




FIXED AMOUNTS:

Fixed Rate Payer:        Counterparty

Fixed Rate Payer
Payment Dates:           The  Last day of each  March,  June,  September  and
                         December  commencing on September 30, 2001 up to and
                         including   the   Termination   Date,   subject   to
                         adjustment  in  accordance  with  the  Business  Day
                         Convention.

                         Notwithstanding section 4.13 of the Definitions,
                         the Fixed Amount with respect to the initial
                         Calculation Period shall accrue from and including
                         August 6, 2001 up to but excluding September 30,
                         2001

Fixed Rate:              5.09%

Fixed Rate Day
Count Fraction:          Actual/360

FLOATING AMOUNTS:

Floating Rate Payer:     CIBC

Floating Rate Payer
 Payment Dates:          The  Last day of each  March,  June,  September  and
                         December  commencing on September 30, 2001 up to and
                         including   the   Termination   Date,   subject   to
                         adjustment  in  accordance  with  the  Business  Day
                         Convention.

                         Notwithstanding section 4.13 of the Definitions,
                         the Floating Amount with respect to the initial
                         Calculation Period shall accrue from and including
                         August 6, 2001 up to but excluding September 30,
                         2001

Floating Rate
for initial
Calculation Period:      3.69%

Floating Rate Option:    USD-LIBOR-BBA

Designated Maturity:     3 months

Spread:                  None

Floating Rate Day
Count Fraction:          Actual/360

Reset Dates:             The first Business Day of each Calculation Period.

Compounding:             Inapplicable

Business Days:           New York and London

Calculation Agent:       CIBC




2. ACCOUNT DETAILS:
    Payments to CIBC:
       Account for Payments:      Chase Manhattan Bank, New York
      For the Account of:         Canadian Imperial Bank of Commerce, Toronto
     Account No:                  544-708-234
     ABA No:                      021 000 021

    Payments to Counterparty:
       Account for Payments:      Please Advise.


3. OTHER PROVISIONS:
  Transfer:                Unless otherwise  specified in the Master  Agreement,
                           neither  the Swap  Transaction  nor any  interest  or
                           obligation  in or under the Swap  Transaction  may be
                           transferred   (whether   by   way  of   security   or
                           otherwise)  by either party without the prior written
                           consent of the other party.  Any  purported  transfer
                           that is not in compliance  with this  provision  will
                           be void.

4. OFFICES:
    (a) The Office of CIBC for the Swap Transaction is
    (b) The Office of Counterparty  for the Swap  Transaction is
        160 Village Street, Birmingham, AL 35242.


5. BROKER/ARRANGER:                                     None


6. This  Confirmation  may be  executed in one or more  counterparts,  either in
original or facsimile form,  each of which shall  constitute an original and all
of which together shall constitute one and the same agreement.  When executed by
the parties through facsimile  transmission,  this Confirmation shall constitute
the  original  agreement  between the parties and the parties  hereby  adopt the
signatures printed by the receiving facsimile machine as the original signatures
of the parties.



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Entering into a derivative transaction involves certain risks. An identification
of the  principal  risks is provided in the CIBC World  Markets Risk  Disclosure
Statement,  which has been  delivered  to you. If you have not  received a copy,
please let us know and one will be provided to you. You should  always  consider
those risks in determining whether to enter into derivatives transactions.

Except as if  expressly  agreed to by you or us in  writing,  neither  of us has
acted  as   advisor  to  the  other  with   respect  to  the   desirability   or
appropriateness  of entering into the Swap Transaction  confirmed hereby or with
respect to the other partys risk management needs generally.  This pertains not
only to the financial and market risk management  risks and  consequences of the
confirmed or any proposed Swap Transaction,  but also to any legal,  regulatory,
tax,  accounting and credit issues  generated by such  transactions,  which each
party must evaluate for itself and in reliance on its own professional advisors.

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Please  confirm  that  the  foregoing  correctly  sets  forth  the  terms of our
agreement by executing the copy of this  Confirmation  enclosed for that purpose
and  returning  it to us or by  sending  to us a letter  or telex  substantially
similar to this letter,  which letter or telex sets forth the material  terms of
the Swap  Transaction  to which this  Confirmation  relates and  indicates  your
agreement to those terms.



                                              Yours Sincerely,

                                              Canadian Imperial Bank of Commerce




                                           By: _________________________________
                                                Name: Gina S. Ghent
                                                Title: Executive Director


Confirmed as of the date first above written:

WINSLOEW FURNITURE, INC.




By: _________________________________
Name:
Title: