EMPLOYMENT AGREEMENT

          This Employment Agreement is made and entered into on August 1,
     1996 (the "Effective Date") by and between Furniture Brands
     International, Inc., a Delaware corporation ("Furniture Brands") and
     Lynn Chipperfield ("Executive").

          WHEREAS, Executive is now and has been employed by Furniture
     Brands in senior management executive positions and is broadly
     experienced in all facets of Furniture Brands' operations; and

          WHEREAS, it is in the best interests of Furniture Brands to
     assure that it will have the continued dedication of Executive;

          NOW THEREFORE, for good and valuable consideration and in order
     to induce Executive to remain in the employ of Furniture Brands, the
     parties covenant and agree as follows:

          1.     Definitions.  The following terms shall have the following
     meanings for purposes of this Agreement.

          a.     "Cause" means (i) an act or acts of personal dishonesty
          taken by Executive and intended to result in substantial
          personal enrichment of Executive at the expense of Furniture
          Brands, (ii) violations by Executive of this Agreement or
          Executive's employment obligations to Furniture Brands which are
          demonstrably willful on Executive's part and which are not
          remedied within a reasonable period of time after receipt of
          written notice from Furniture Brands, or (iii) the conviction of
          Executive of a felony involving moral turpitude.

          b.     "Disability" means the incapacity to attend to and perform
          effectively one's duties and responsibilities which continues for
          at least 26 weeks after its commencement, as determined by a
          physician selected by Furniture Brands.


          c.     "Employment Period" that period beginning on the Effective
          Date and ending upon Executive's retirement or earlier
          termination of employment.

          2.     Employment.  Furniture Brands agrees to employ Executive,
     and Executive agrees to serve Furniture Brands in an executive,
     managerial and supervisory capacity, subject to the direction and
     control of the Board of Directors of Furniture Brands, all upon the
     terms and conditions hereinafter set forth.  During the Employment
     Period:

          a.     Executive's position (including, without limitation,
          status, offices, titles and reporting requirements), authority,
          duties and responsibilities shall be at least commensurate in all
          material respects with the most significant of those held,
          exercised and assigned at any time during the 90-day period
          immediately preceding the Effective Date,<PAGE>





          b.     Executive's services shall be performed at the location
          where the Executive is employed on the Effective Date, or at any
          office or location not more than thirty-five (35) miles from such
          location,

          c.     Executive shall continue to receive an annual base salary
          at least equal to the annual base salary payable to the Executive
          by Furniture Brands on the Effective Date  ("Base Salary"),

          d.    Executive shall continue to have an annual cash bonus
          potential, either pursuant to the Furniture Brands Executive
          Incentive Plan in effect on the Effective Date or pursuant to a
          similar incentive compensation plan of Furniture Brands, at least
          equal to the level in existence on the Effective Date ("Annual
          Bonus"), and

          e.     Executive shall be entitled to participate in all
          incentive, savings and retirement plans, practices, policies and
          programs applicable  to other key executive employees of
          Furniture Brands ("Benefit Plans").

     The failure of Furniture Brands, without Executive's consent, to
     comply with the terms and conditions of employment as set forth in
     this Section 2 shall constitute "Good Reason" for Executive's
     termination of his employment with Furniture Brands.

          3.     Best Efforts.  Executive agrees during the Employment
     Period to devote his best efforts and substantially all of his
     business time and attention to the business of Furniture Brands, it
     being agreed that the Executive will have complied with this
     obligation if he devotes to the business of Furniture Brands his same
     best efforts and the same time and attention to the business of
     Furniture Brands that he has devoted to the business of Furniture
     Brands during the twelve months next preceding the Effective Date. 
     Executive agrees that he will perform such other executive duties for
     Furniture Brands and for Furniture Brands' subsidiaries relating to
     its business as the Board of Directors of Furniture Brands may
     reasonably direct.

          4.     Term.  Subject to the provisions of Sections 4 and 5 of
     this Agreement, either party shall have the right to terminate the
     Employment Period at any time.  If Executive's employment with
     Furniture Brands is terminated by Furniture Brands, other than for
     Cause or as a result of his death or Disability, or if Executive
     terminates his employment with Furniture Brands for Good Reason, then
     Furniture Brands will, for the greater of (a) the period ending three
     years after the Effective Date or (b) a period of one year after the
     termination date (or, if shorter, until Executive reaches "Normal
     Retirement Age" (as such concept is used in the primary retirement
     plan in which Executive is a participant on the Effective Date)), (i)
     pay to Executive as and when normally payable his Base Salary as in
     effect on the date of termination and an amount equal to the average
     Annual Bonus received by such Executive for the past three years prior
     to termination (or a pro-rated portion of such average Annual Bonus)<PAGE>





     and (ii) subject to program eligibility requirements and continuation
     of programs by Furniture Brands, continue his participation in the
     Benefit Plans in which he was participating on the date of termination
     of employment.

          5.     Split Dollar Insurance Policy.  If Executive's employment
     with Furniture Brands is terminated by Furniture Brands other than for
     Cause or as a result of his death or Disability, or if during such
     period Executive terminates his employment with Furniture Brands for
     Good Reason, then Furniture Brands will continue to make premium
     payments for so long as Furniture Brands is making payments to
     Executive under Section 4 hereof under any and all split dollar life
     insurance programs in effect on the life of the Executive as of the
     Effective Date, after which the Executive will be entitled to
     ownership of the policy and Furniture Brands will be entitled to
     premium retrieval, all in accordance with the terms of the program,
     but only to the extent of the cash value of the policy, and without
     recourse to the Executive for the balance of any such premium
     retrieval.

          6.     Non-Competition.  During the three-year period commencing
     on the Effective Date and, if longer, while employed by Furniture
     Brands, and for a period of one year after termination of employment,
     Executive shall not, without the prior written consent of Furniture
     Brands, directly or indirectly, own, control, finance, manage,
     operate, join or participate in the ownership, control, financing,
     management or operation of, or be connected as an employee, consultant
     or in any other capacity with, any business engaged in the manufacture
     or distribution of residential furniture in the United States. 
     Nothing in this Section 6 shall, however, restrict Executive from
     making investments in other ventures which are not competitive with
     Furniture Brands, or restrict Executive from owning less than one
     percent (1%) of the outstanding securities of companies listed on a
     national stock exchange or actively traded in the "over-the-counter"
     market.  In addition, if the Employment Period is terminated by
     Furniture Brands (other than for Cause) and the Executive elects to
     forego the payments called for in Sections 4 and 5 hereof, the
     provisions of this Section 6 shall not apply.  Should any of the terms
     of this Section 6 be found to be unenforceable because they are over-
     broad in any respects then they shall be deemed amended to the extent,
     and only to the extent, necessary to render them enforceable.  Both
     parties stipulate that money damages would be inadequate to compensate
     for any breaches of the terms of this Section 6, and that such terms
     shall be enforceable through appropriate equitable relief, without the
     necessity of proving actual damages and to an equitable accounting of
     all earnings, profits, and other benefits arising from such violation,
     which rights shall be cumulative and in addition to any other rights
     and remedies to which Furniture Brands may be entitled.

          7.     Confidentiality.  During the Employment Period and at all
     times thereafter, Executive shall maintain the confidentiality of, and
     shall not disclose to any person (except as his duties as an employee
     of Furniture Brands may require) any non-public information concerning
     Furniture Brands or its business.<PAGE>





          8.     Miscellaneous.  This Employment Agreement shall be binding
     upon and shall inure to the benefit of Executive's heirs, executors,
     administrators and legal representatives, and shall be binding upon
     and inure to the benefit of Furniture Brands and its successors and
     assigns.  This Agreement shall supersede and stand in place of any and
     all other agreements between Executive and Furniture Brands regarding
     severance pay and/or any and all severance pay benefits pursuant to
     any plan or practice of Furniture Brands.  This Employment Agreement
     shall take effect as of the day and year first above set forth, and
     its validity, interpretation, construction and performance shall be
     governed by the laws of the State of Missouri.

          9.     Indemnification.  In the event that either party hereto is
     required to pursue litigation against the other party to enforce his
     or its rights hereunder, the prevailing party in any such litigation
     shall be entitled to reimbursement of the costs and expenses of such
     litigation, including attorney's fees.

          10.     Waivers.  In consideration of the undertakings of
     Furniture Brands set forth in this Agreement, Executive hereby
     irrevocably waives and forever releases any and all claims and causes
     of action of any nature whatsoever that Executive has or may have
     against Furniture Brands or any of its officers, directors, employees
     or agents arising out of the negotiation, execution, delivery or terms
     of this Agreement, including, without limitation, any claims arising
     under the Age Discrimination in Employment Act, 29 U.S.C. Section 21
     et seq., and any state or local law relating to age discrimination.

          11.     Entire Agreement.  This Agreement contains the entire
     agreement of the parties with respect to its subject matter, and no
     waiver, modification or change of any of its provisions shall be valid
     unless in writing and signed by the party against whom such claimed
     waiver, modification or change is sought to be enforced.

          IN WITNESS WHEREOF, the parties hereto have each executed this
     Agreement the date set forth below.

                                   FURNITURE BRANDS INTERNATIONAL, INC.



                                   By: R.B. Loynd
                                      ---------------------------
                                       Chairman of the Board


                                   LYNN CHIPPERFIELD



                                   By: Lynn Chipperfield
                                      ---------------------------<PAGE>