Exhibit 10(b)

                     FURNITURE BRANDS INTERNATIONAL, INC.
                       1999 LONG-TERM INCENTIVE PLAN


          1.     PURPOSE.  The purpose of the 1999 Long-Term Incentive
     Plan (the  Plan ) of Furniture Brands International, Inc. (the
      Furniture Brands ) is to promote the interests of Furniture
     Brands and its stockholders (i) by attracting and retaining
     exceptional executive personnel and other key employees of
     Furniture Brands, (ii) by motivating such key employees to remain
     in the employ of Furniture Brands and to work to the best of
     their abilities for the achievement of Furniture Brands 
     strategic growth objectives, and (iii) by encouraging ownership
     of Furniture Brands  Common Stock ( Common Stock  or "Shares") by
     such key employees.  Furniture Brands intends to accomplish these
     purposes by awarding to such key employees long-term, equity-
     based  incentives, which, if performance objectives and/or
     service requirements with Furniture Brands are achieved, will
     permit them to share in Furniture Brands  success.

          2.     PARTICIPANTS.  (a)  Participants in the Plan
     ( Participants ) shall be those full time employees of Furniture
     Brands whom the Committee (as herein defined) determines, in its
     discretion, to be key employees important to the growth of
     Furniture Brands, and to whom the Committee shall make any award
     under the Plan.  At the discretion of the Committee, outside
     directors of Furniture Brands may also be Participants in the
     Plan.  As used in this Plan,  Furniture Brands" includes all
     subsidiaries and divisions of Furniture Brands, and any other
     entities in which Furniture Brands or one of its subsidiaries has
     a significant equity or other interest as determined by the
     Committee.  Awards made under the Plan shall not be affected by
     any change of employment so long as the Participant continues to
     be an employee of Furniture Brands.

          (b)     No person shall have any claim or right to receive
     an award under the Plan, and nothing in the Plan or in any award
     made pursuant to the Plan shall alter the terms of any
     participant's employment or confer on any Participant any right
     to continue in the employ of Furniture Brands or interfere in any
     way with the right of Furniture Brands to terminate his or her
     employment at any time.

          3.     ADMINISTRATION.  (a)  The Plan shall be administered
     by the Executive Compensation and Stock Option Committee (the
      Committee ) of the Board of Directors (the  Board") of Furniture
     Brands, or such other committee as the Board may determine,
     provided that the Committee shall consist of two or more members
     who are "Non-Employee Directors" as defined in Rule 16b-3 under
     the Securities Exchange Act of 1934, as amended (the "1934 Act"),
     and who are "outside directors" within the meaning of Section
     162(m) of the Internal Revenue Code of 1986, as amended (the "Code").<PAGE>



          (b)     Subject to the express provisions of the Plan, the
     Committee shall have plenary authority, in its discretion, to
     determine the individuals to whom and the times at which awards
     shall be made under the Plan, the number of Shares subject to
     each award, and the terms and provisions of each award.  In
     making such determinations the Committee may take into account
     any factors that the Committee, in its discretion, shall deem
     relevant.  Subject to the express provisions of the Plan, the
     Committee shall also have plenary authority to interpret the
     Plan, to prescribe, amend and rescind rules relating to it, and
     to make all other determinations which the Committee believes
     necessary or advisable for the proper administration of the Plan. 
     The Committee's determinations on matters relating to the Plan
     shall be final and conclusive on Furniture Brands and all
     Participants.  No member of the Committee shall be liable to any
     person for any action taken or omitted in connection with the
     interpretation and administration of the Plan unless attributable
     to willful misconduct or lack of good faith.

          4.     SHARES COVERED BY THE PLAN.  (a)  The number of
     Shares allocated to and reserved for award under the Plan shall
     be the total of: (i) 2,250,000 Shares, plus (ii) all Shares which
     are reserved for issuance and available for award in the
     Furniture Brands 1992 Stock Option Plan (the  1992 Plan ) as of
     the Effective Date (as defined herein), plus (iii) all Shares
     which become available for award (due to cancellation or
     otherwise) under the 1992 Stock Option Plan before or after the
     Effective Date.  The maximum aggregate number of stock options
     and Stock Appreciation Rights which may be awarded to a
     Participant in any given year shall be 250,000 Shares, and the
     maximum aggregate number of Performance Shares and Shares of
     Restricted Stock which may be awarded to a Participant for any
     given performance or restriction period shall be 250,000 Shares. 
     Throughout the term of the Plan, not more than 750,000 of the
     Shares allocated to and reserved for award under the Plan shall
     be awarded as Performance Shares or Shares of Restricted Stock.

          (b)     Any Shares covered by any award or portion of an
     award made under the Plan, which is forfeited, canceled or
     expires shall be deemed not to have been delivered for purposes
     of determining the maximum number of Shares available for
     delivery under the Plan, and the Committee may again award to an
     existing or new Participant the Shares so canceled or forfeited.

          (c)     The number of Shares reserved and available for
     award under the Plan, the number of Shares covered by each
     outstanding award, the price per share in each award and
     performance standards may all be appropriately and equitably
     adjusted by the Committee for any change in the Common Stock
     resulting from stock dividends, stock splits, spin-offs,
     combination or exchange of Shares, reclassification,
     reorganization, merger, consolidation, recapitalization and
     similar matters affecting outstanding Shares.  The determination
     of the Committee shall be final and conclusive in this regard. <PAGE>





     No fractional Shares shall be awarded or issued under the Plan;
     cash may be paid in lieu of any fractional Shares in settlement
     of awards.  In the event Furniture Brands enters into a
     transaction described in Section 424(a) of the Code with any
     other corporation, the Committee shall make awards under the Plan
     to employees or former employees of such corporation in
     substitution of awards previously made to them upon such terms
     and conditions as shall be necessary to qualify such award as a
     substitution described in Section 424(a) of the Code.

          (d)     Furniture Brands will allocate and reserve in each
     fiscal year a sufficient number of Shares for issuance upon the
     exercise of options and Stock Appreciation Rights awarded under
     the Plan.  Furniture Brands may, in its discretion, use Shares
     held in the treasury or authorized but unissued Shares for the
     Plan. 

          5.     TIME OF AWARDS.  Any award under this Plan shall be
     deemed to be made on the date on which the Committee takes formal
     action with respect to the award, provided that such award is
     evidenced by a written communication duly executed on behalf of
     Furniture Brands and delivered to the Participant within a
     reasonable time after the date of the Committee action.

          6.     STOCK OPTIONS.

          (a)     Nature of Awards.  The Committee may, from time to
     time, award to Participants options to purchase Shares.  Any
     option awarded under the Plan may, at the discretion of the
     Committee, qualify as an incentive stock option as defined in
     Section 422(b) of the Code ("Incentive Stock Option"), provided,
     however, that outside directors of Furniture Brands may not
     receive Incentive Stock Options.  Unless it is designated an
     Incentive Stock Option by the Committee, any option awarded under
     the Plan shall be non-qualified.  Any option awarded under the
     Plan shall be subject to the provisions of this Plan and shall
     contain such additional terms and conditions, not inconsistent
     with the provisions of the Plan, as the Committee shall deem
     desirable.

          (b)     Option Price.  The Committee shall determine the
     exercise price of any option granted under the Plan, provided
     however, that except for options awarded to replace pre-existing
     compensation or benefit programs, in no event shall any options
     be awarded at less than Fair Market Value at the time of grant. 
     "Fair Market Value" for all purposes under this Plan shall be the
     closing price of Furniture Brands  Common Stock as reported on
     the New York Stock Exchange Composite Tape for the day in
     question ( Closing Price ); provided, however, that, in the
     absence of a Closing Price, the Committee may adopt any other
     comparable criteria for the determination of Fair Market Value as
     it may determine to be appropriate.

          (c)     Payment of Option Prices.  The exercise price is to<PAGE>





     be paid in full upon the exercise of the option, either (i) in
     cash, (ii) pursuant to a cashless exercise process offered by
     Furniture Brands, (iii) in the discretion of the Committee, by
     the tender either actually or by attestation to Furniture Brands
     of Shares owned by the Participant and registered in the
     Participant's name or held for the Participant's benefit by a
     registered holder, having a Fair Market Value equal to the
     aggregate exercise price of the options being exercised, or (iv)
     in the discretion of the Committee, by any combination of the
     payment methods specified in clauses (i), (ii) or (iii) above. 
     Provided, however, that a Participant may not tender Shares in
     exercise of an Incentive Stock Option if the Participant acquired
     such Shares through the exercise of an Incentive Stock Option or
     an employee stock purchase plan described in Section 423 of the
     Code, unless (i) the Participant has held such Shares for at
     least one (1) year, and (ii) at least two (2) years have elapsed
     since the option was awarded.  The cash proceeds derived from the
     exercise of options are to be added to the general funds of
     Furniture Brands.

          (d)     Taxes.  Following exercise of an option, the
     Participant shall, no later than the date as of which an amount
     related to the option exercise first becomes includable in the
     gross income of the Participant for federal income tax purposes,
     pay to Furniture Brands, or make arrangements satisfactory to
     Furniture Brands regarding payment of, any federal, state, or
     local taxes of any kind required by law to be withheld with
     respect to such amount.  Furniture Brands shall have the right at
     the time of exercise to deduct such taxes or to withhold
     sufficient Shares to satisfy Furniture Brands  obligation to
     withhold for federal, state and local taxes on such exercise.

          (e)     Limitations Applicable to Incentive Stock Options. 
     The maximum aggregate Fair Market Value (determined at the time
     an option is awarded) of Shares with respect to which any
     Participant may exercise Incentive Stock Options for the first
     time during any calendar year (under all plans of Furniture
     Brands and its Subsidiaries) shall not exceed the amount
     specified in Section 422(d) of the Code.  If the provisions of
     this Section limit the exercisability of certain Incentive Stock
     Options which would otherwise become exercisable on account of
     termination of employment or a Change of Control (as defined
     herein), the Committee, in its sole discretion, shall determine
     the time at which such Incentive Stock Options become exercisable
     so that the provisions of this Section are not violated.  The
     Committee may not award Incentive Stock Options to any individual
     who, at the time the option is awarded, owns stock possessing
     more than ten percent (10%) of the total combined voting power of
     all classes of stock of Furniture Brands unless: (i) the Purchase
     Price is at least 110% of the Fair Market Value of the Shares
     subject to the option, and (ii) the option states that it is not
     exercisable after the expiration of five (5) years from the date
     of award.<PAGE>


          (f)     Exercise of Options.  The Committee shall fix the
     term of each option at the time of award, but no option shall be
     exercisable after the expiration of ten (10) years from the date
     of award.  Within such limit, options will be exercisable at such
     time or times, and subject to such restrictions and conditions,
     as the Committee shall determine, at or subsequent to grant,
     which restrictions and conditions need not be uniform for all
     Participants; provided, however, that no option shall be
     exercisable before the first anniversary date of the award; and
     provided, further, that, except as provided in Paragraph (g) of
     this Section 6, no option may be exercised unless the Participant
     is at that time a full-time employee of Furniture Brands or a
     director of Furniture Brands and has been so employed or engaged
     continuously since the date of award.

          (g)     Termination of Employment or Service as an Outside
     Director.

               (1)     If a Participant's employment (or service as an
     outside director) terminates by reason of retirement, that
     Participant may exercise any option at any time within three (3)
     years after such termination, but only to the extent the
     Participant was entitled to exercise at the date of such
     termination, and in any event not after the expiration of the
     stated period of the option; provided however, that the Committee
     may, at or subsequent to grant, establish such longer or shorter
     period as it may determine in its discretion, but in any event
     not longer than five (5) years nor shorter than one (1) year
     after the date of such termination.  For purposes of this Plan,
      retirement  is defined as termination of service with Furniture
     Brands at or after attainment of age 55 with not less than ten
     years of service.

               (2)     If a Participant's employment (or service as an
     outside director) terminates by reason of disability, that
     Participant may exercise any option at any time within one (1)
     year after such termination, but only to the extent the
     Participant was entitled to exercise at the date of such
     termination, and in any event not after the expiration of the
     stated period of the option.  For purposes of this Plan,
     "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.  A person shall be
     considered disabled only if he or she furnishes such proof of
     disability as the Committee may require.

               (3)     If a Participant's employment (or service as an
     outside director) terminates by reason of death while he or she
     is employed by or serving as an outside director of Furniture
     Brands, or within three (3) months after termination of such
     employment or service (or one (1) year in the case of the
     termination of employment or service by reason of disability, or
     five (5) years in the case of termination of employment or<PAGE>



     service by reason of retirement), any option held by a
     Participant may be exercised by a legatee or legatees under the
     Participant's last will, or by personal representatives or
     distributees, at any time within one (1) year after death, but
     only to the extent that the Participant was entitled to exercise
     at the date of such death, and in any event not after the
     expiration of the stated period of the option.

               (4)     If a Participant's employment (or service as an
     outside director) terminates for any reason other than
     retirement, disability or death, that Participant may exercise
     any option at any time within three (3) months after such
     termination, but only to the extent the Participant was entitled
     to exercise at the date of such termination, and in any event not
     after the expiration of the stated period of the option.

          (h)     Option Repurchase.  The Committee may at any time
     offer to repurchase an option (other than an option which has
     been held for less than six months by a Participant who is
     subject to Section 16(b) of the Securities Exchange Act of 1934)
     on such terms and conditions as the Committee shall establish and
     communicate to the Participant at the time the offer is made.

          (i)     Restrictions on Shares.  The Committee may require
     each Participant exercising an option under the Plan to represent
     to Furniture Brands in writing that he/she is not acquiring the
     Shares with a view to distribution thereof.  The certificates for
     such Shares may include any legend which the Committee deems
     appropriate to reflect any restrictions on transfer.  All
     certificates for Shares delivered under the Plan shall be subject
     to such stock-transfer orders and other restrictions as the
     Committee may deem advisable under the rules, regulations, and
     other requirements of the Securities and Exchange Commission, any
     stock exchange upon which the Shares are then listed, and any
     applicable federal or state securities law, and the Committee may
     cause a legend to be put on any such certificates to make
     appropriate reference to such restrictions.

          (j)     Transferability of Options.  Each option awarded
     under the Plan shall be non-transferable otherwise than by will
     or the laws of descent and distribution, provided, however, that
     the Committee may, in its sole discretion, authorize all or a
     portion of the options granted to a Participant to be on terms
     which permit transfer to:  (i) the spouse, children or
     grandchildren of the Participant ("Immediate Family Members"),
     (ii) a trust or trusts for the exclusive benefit of Immediate
     Family Members, (iii) a partnership in which Immediate Family
     Members are the only partners, or (iv) a former spouse pursuant
     to a qualified domestic relations order, provided that subsequent
     transfers of transferred options shall be prohibited except by
     will or the laws of descent and distribution.  Following
     transfer, any such options shall continue to be subject to the
     same terms and conditions as were applicable immediately prior to
     transfer.<PAGE>



          7.     STOCK APPRECIATION RIGHTS.

          (a)     Tandem Stock Appreciation Rights.  (a)  The
     Committee may award Tandem Stock Appreciation Rights along with
     the award of any stock option under the Plan.  A Tandem Stock
     Appreciation Right shall be the right of the option holder to
     surrender the related stock option and to receive from Furniture
     Brands cash and/or Shares equal to the excess of the Fair Market
     Value per Share on the date the Right is exercised over the
     exercise price of the related option.  Tandem Stock Appreciation
     Rights may be granted at any time prior to the exercise or
     termination of the related stock options; provided, however that
     a Tandem Stock Appreciation Right awarded in relation to an
     Incentive Stock Option must be granted concurrently with that
     Incentive Stock Option.  Tandem Stock Appreciation Rights may be
     exercised only (i) when the related stock option is also
     exercisable, (ii) when the Fair Market Value per Share exceeds
     the exercise price of the related option, and (iii) by surrender
     of the related option for cancellation.

          (b)     Free-Standing Stock Appreciation Rights.  The
     Committee may also award Free-Standing Stock Appreciation Rights. 
     A Free-Standing Stock Appreciation Right shall not relate to any
     particular option award, but shall be the right of a Participant
     to receive from Furniture Brands cash and/or Shares equal to the
     excess of the Fair Market Value per Share on the date the Right
     is exercised over the "Base Price" established by the Committee
     at the time of award.  Subject to the same limitations as are
     included in Section 6(c) with respect to below-market grants of
     options, the Base Price may be equal to or greater than or less
     than the Fair Market Value per Share on the date of award. 
     Successive awards of Free-Standing Stock Appreciation Rights may
     be made to the same Participant regardless of whether Rights
     previously awarded to the Participant remain unexercised.  The
     Committee shall fix the term of each Free-Standing Stock
     Appreciation Right at the time of award, but no Free-Standing
     Stock Appreciation Right awarded hereunder shall be exercisable
     after the expiration of ten (10) years from the date of award.

          (c)     Procedure for Award.  Each award of a Stock
     Appreciation Right shall be evidenced by a writing executed on
     behalf of Furniture Brands by an officer and delivered to the
     Participant, which writing shall describe the Stock Appreciation
     Rights, identify the related stock options (if applicable), state
     that such Stock Appreciation Rights are subject to all of the
     terms and conditions of this Plan, and contain such other terms
     and conditions not inconsistent with this Plan, as the Committee
     may approve.

          (d)     Exercise and Payment.  A Stock Appreciation Right
     shall be exercised by the delivery to Furniture Brands of a
     written notice which shall state that the Participant elects to
     exercise his or her Stock Appreciation Right as to the number of
     Shares specified in the notice.  In the discretion of the<PAGE>





     Committee, Stock Appreciation Right award amounts shall be
     payable in cash or in Shares or in any combination thereof.

          (e)     Other Provisions of Plan Applicable.  All provisions
     of the Plan applicable to options awarded under the Plan shall
     apply with equal effect to Stock Appreciation Rights.

          8.  PERFORMANCE SHARES.

          (a)     Performance Shares; Performance Period.  The
     Committee may award Shares covered by the Plan as units
     representing Performance Shares.  Performance Shares represent
     the right to receive future payment contingent on both
     continuation of service with Furniture Brands and the achievement
     of specified performance objectives which are established at the
     time of award.  No Shares will be issued at the time of an award
     of Performance Shares, but the award will represent the right to
     receive payment if the performance objectives are achieved. 
     Performance objectives need not be the same in respect of all
     Participants and may be established separately for Furniture
     Brands as a whole or for its subsidiaries or portions thereof. 
     The performance objectives shall be based upon one or more of the
     following criteria:  sales, pre-tax earnings, net earnings,
     earnings per share, earnings per share growth, operating profit
     margin, gross profit margin, cash flow, return on equity, asset
     management, and total shareholder return.  The performance
     objectives may include or exclude specified items of an unusual,
     non-recurring or extraordinary nature.  The performance period
     for which achievement of any performance objective shall be
     measured shall not be less than three years.  Performance periods
     may overlap one another, and a Participant may simultaneously
     hold awards covering overlapping periods with different
     performance goals.

          (b)     Performance Share Awards.  Performance Share awards
     shall be made as follows:

          (1)     Performance Programs; Initial Awards.  The Committee
     may establish one or more performance programs each with
     specified objectives and a specified performance period. 
     Participants may be awarded Performance Shares in any one or more
     of the performance programs.

          (2)     Subsequent Awards.  During the term of a performance
     program, additional Performance Shares may be awarded (subject to
     the maximum number of Shares allocated to and reserved for award
     under the Plan), either (i) to new Participants in the program,
     or (ii) if circumstances so warrant, to any one or more of the
     initial Participants in the program.  In respect of such
     additional awards the Committee may make such adjustments therein
     as it may deem reasonable on account of any lesser period of
     participation in the program by the holder of any subsequent
     award.<PAGE>





          (3)     Notice of Awards.  Upon the making of any award, the
     Committee shall advise the Participant in writing of the number
     of Performance Shares awarded and of the terms of the award.

          (c)     Performance Share Payment.  If the applicable
     targeted performance objective is met, the Participant shall be
     entitled to receive an amount equal to the Fair Market Value of
     one Share on the date of the expiration of the applicable
     performance period multiplied by the number of Performance Shares
     held.  At the time it establishes the targeted performance
     objective, the Committee may (i) establish a minimum performance
     target below which no payment will be made, (ii) provide for
     payment of less than Fair Market Value if the minimum performance
     target is met but the targeted performance objective is not
     achieved; and/or (iii) provide for payment of greater than Fair
     Market Value if the targeted performance objective is exceeded,
     up to a maximum payment of two times the targeted performance
     payment.  The Committee may provide that any awards under the
     Plan earn dividend equivalents, and such dividend equivalents
     will be credited to a Participant's account.  Payment for
     Performance Shares may be in Shares, in cash, in stock equivalent
     units, or in any combination thereof as determined by the
     Committee, and any such payment may be subject to such terms,
     conditions or restrictions as the Committee may impose.

          (d)     Time of Payment.  Subject to the deferral provisions
     of Section 12 hereof, distribution of amounts to which a
     Participant is entitled after the expiration of a performance
     period shall be made as soon as practicable after the holder of
     the Performance Shares becomes entitled thereto, unless the terms
     of that award specify that payment of the Performance Shares is
     subject to specified vesting conditions after attainment of the
     performance objective, in which case payment shall be delayed
     until such vesting conditions have been satisfied.

          (e)     Conditions to Payments.  In order to be entitled to
     receive any payment on Performance Shares, a Participant must be
     in the employ of Furniture Brands on the expiration of the
     relevant performance period and must have been continuously in
     the employ of Furniture Brands from the time of the date of the
     award.  No vested interest in any payment under the Performance
     Shares shall accrue during the performance period and no payment
     in respect of the Performance Shares shall be required to be made
     to any Participant whose employment with Furniture Brands is
     terminated, with or without cause, prior to the time such
     Participant is entitled to receive a distribution under the Plan;
     provided, however, that (i) if a Participant in the Plan retires
     prior to the time such Participant is to receive distribution on
     any Performance Shares awarded, the amount of payment to such
     Participant shall be pro-rated in such manner as the Committee
     shall reasonably determine, and (ii) the Committee, in its
     absolute discretion, may provide for such pro-rata or other
     payment (or no payment), as it may determine to a Participant
     whose employment terminates (other than by reason of retirement)<PAGE>





     prior to the time the Participant is entitled to receive
     distribution of Performance Shares.  If termination is on account
     of death, the Committee may provide for payment of any
     distribution it authorizes to the Participant's surviving spouse,
     heirs or estate.

          (f)     Determination of Achievement of Objectives.  The
     Committee shall determine whether any performance objective of
     any program has been met.  In making this determination, the
     Committee shall apply the accounting results, as audited at the
     end of any fiscal year by Furniture Brands  independent certified
     accountants, but may adjust such results for unusual,
     nonrecurring or extraordinary items.  When making a Performance
     Share payment, the Committee shall certify in writing the
     achievement of the applicable performance objectives and the
     amount of payments to be made to each Participant.

          9.     RESTRICTED STOCK.  The Committee may make awards of
     Restricted Stock under the Plan.  Each award of Restricted Stock
     shall constitute an immediate transfer of the ownership of Shares
     to the Participant in consideration of the performance of
     services, entitling each Participant to voting, dividend and
     other ownership rights, but subject to substantial risk of
     forfeiture (within the meaning of Section 83 of the Code). 
     Awards of Restricted Stock shall be forfeitable if the
     Participant resigns or is discharged from the employ of Furniture
     Brands, with or without cause, during the restriction period,
     which shall in no event be less than three years.  The Restricted
     Stock shall be forfeitable on such other terms and conditions and
     shall be subject to such additional restrictions as may be
     specified by the Committee in the notice of award.   After the
     date of award, the Committee, in its discretion, may waive any of
     the terms and conditions thereof and may reduce the restriction
     period applicable thereto; provided, however, that the Committee
     shall not reduce such period to less than three years.

          10.  OTHER LONG-TERM INCENTIVES.  Subject to the maximum
     number of Shares allocated to and reserved for award under the
     Plan, in addition to stock options, Stock Appreciation Rights,
     Performance Shares and Restricted Stock as described herein, the
     Committee may, in its sole discretion, award other equity-based,
     long-term incentives under the Plan, establishing therefor such
     terms and conditions as it may deem appropriate under the
     circumstances.

          11.  CHANGE IN CONTROL.  Any provision herein to the
     contrary notwithstanding, in the event of a Change of Control (as
     defined below) (i) all options and Stock Appreciation Rights
     awarded prior to such Change of Control shall become fully
     exercisable, (ii) Participants then holding awards of Performance
     Shares shall be entitled to receive such Performance Shares (or
     equivalent value in Shares or in cash) free of any conditions as
     if the specified performance periods had elapsed and the
     performance objectives relating thereto had been fully achieved,<PAGE>





     and (iii) the restriction period applicable to all Restricted
     Stock then outstanding shall be accelerated and be deemed to be
     satisfied so that the holders of such Restricted Stock shall
     immediately hold said Restricted Stock fully vested and without
     any continuing restrictions thereon, excepting, however, such
     restrictions, if any, as may then be applicable under state or
     federal securities laws.  "Change of Control'' as used in this
     Plan shall mean:

          (a)     The purchase or other acquisition (other than from
     Furniture Brands) by any person, entity or group of persons,
     within the meaning of Section 13(d) or 14(d) of the 1934 Act
     (excluding, for this purpose, Furniture Brands or its
     subsidiaries or any employee benefit plan of Furniture Brands or
     its subsidiaries), of beneficial ownership (within the meaning of
     Rule 13d-3 of the 1934 Act) of 25% or more of either the
     then-outstanding Shares or the combined voting power of Furniture
     Brands  then-outstanding voting securities entitled to vote
     generally in the election of directors; or

          (b)     Individuals who, as of the Effective Date,
     constitute the Board (the "Incumbent Board") cease for any reason
     to constitute at least a majority of the Board, provided that any
     person who becomes a director subsequent to the Effective Date
     whose election or nomination for election by Furniture Brands 
     stockholders was approved by a vote of at least a majority of the
     directors then comprising the Incumbent Board (other than an
     individual whose initial assumption of office is in connection
     with an actual or threatened election contest relating to the
     election of directors of Furniture Brands) shall be considered as
     though such person were a member of the Incumbent Board; or

          (c)     Approval by the stockholders of Furniture Brands of
     (i) a reorganization, merger, or consolidation, in each case with
     respect to which persons who were the stockholders of Furniture
     Brands immediately prior to such reorganization, merger or
     consolidation would not immediately thereafter own, directly or
     indirectly, more than 50% of the combined voting power entitled
     to vote generally in the election of directors of the
     reorganized, merged or consolidated corporation's
     then-outstanding voting securities, or (ii) a liquidation or
     dissolution of Furniture Brands or (iii) the sale of all or
     substantially all of Furniture Brands' assets.

          12.  DEFERRAL.  The Committee may permit Participants to
     elect to defer the issuance of Shares or the settlement of any
     awards under this Plan in cash under such rules and procedures as
     it may establish under a separate deferred compensation plan.

          13.  FOREIGN PARTICIPATION.  The Committee may provide for
     such special terms for awards to Participants who are foreign
     nationals, or who are employed by Furniture Brands outside the
     United States of America, as the Committee may consider necessary
     or appropriate to accommodate differences in local law, tax<PAGE>





     policy or custom.

          14.  AMENDMENT AND TERMINATION.  (a)  The Committee may at
     any time terminate the Plan or make such modifications of the
     Plan as it shall deem advisable; provided, however, that the
     Committee may not, without further approval by the Furniture
     Brands stockholders, make any modifications which (i) would
     increase the total number of Shares allocated to and reserved for
     award under the Plan, or (ii) by applicable law or rule, require
     such approval.  No termination or amendment of the Plan may,
     without the consent of the Participant to whom any award shall
     theretofore have been made, adversely affect the rights of such
     Participant under such award.

          (b)  The Committee may amend the terms of any award under
     the Plan, prospectively or retroactively, but no such amendment
     shall impair the rights of any Participant without the consent of
     the Participant, and in no case shall the terms of any option be
     amended to reduce the exercise price to a price less than the
     Fair Market Value on the original date of grant.

          15.  PAYMENTS IN COMMON STOCK; SOURCE OF SHARES.  (a)  It is
     anticipated that any Shares delivered pursuant to the terms of
     the Plan will be Treasury Shares.  The Committee, however, may
     instead utilize authorized but unissued Shares or may purchase
     Shares on the open market; and, subject to the approval of this
     Plan by the stockholders of Furniture Brands, the Board and
     officers of Furniture Brands are authorized to take such action
     as may be necessary to provide for the issuance of any or all of
     the Shares which may be necessary to satisfy Furniture Brands 
     obligations under the Plan and to cause said Shares to be listed
     on the New York and any other stock exchanges on which the Common
     Stock may at such time be listed.

          (b)  Shares delivered to Participants under the Plan in
     satisfaction of Performance Share rights, and other Incentive
     Shares after the release of any conditions applicable thereto may
     nonetheless thereafter be restricted stock under the Securities
     Act of 1933, as presently amended, (the ``1933 Act'') and the
     certificates for such Shares may have a legend imprinted thereon
     restricting the resale, hypothecation or further transfer of said
     Shares except in a registered offering or pursuant to an
     available exemption from registration.

          16.  EFFECTIVE DATE; TERM.  (a)  The Plan will become
     effective upon adoption by the Board of Directors of Furniture
     Brands on January 29, 1999 (the "Effective Date"), subject to
     approval of the Plan by the stockholders of Furniture Brands
     within twelve (12) months of such date.  Awards under the Plan
     may be made before such stockholder approval (but may not be
     exercisable before such approval), and if such approval is not
     obtained, this Plan and such awards shall be void and of no force
     or effect.<PAGE>





          (b)     The Plan shall terminate ten (10) years after the
     Effective Date, and no awards shall be made under the Plan after
     the expiration of such ten-year period.  During the term of the
     Plan, awards may be made with terms, conditions or restrictions
     extending beyond the end of the term of the Plan.  Conditions and
     restrictions in respect of awards made under the Plan during the
     term of the Plan shall continue in effect after the termination
     of the Plan until they shall be satisfied or forfeited in
     accordance with their terms.

          17.  SEPARABILITY OF PROVISIONS.  With respect to
     Participants subject to Section 16 of the 1934 Act, this Plan and
     transactions under the Plan are intended to comply with all
     applicable provisions of Rule 16b-3 under the 1934 Act or its
     successors.  To the extent that any provision of the Plan or
     action of the Committee fails to so comply, it shall be deemed
     null and void to the extent permitted by law and deemed advisable
     by the Committee, and the validity, legality and enforceability
     of the remaining provisions of the Plan shall not be in any way
     affected or impaired thereby.  To the extent permissible by law,
     any provision which could be deemed null and void shall first be
     construed, interpreted or revised retroactively to permit this
     Plan to be construed in compliance with all applicable laws so as
     to foster the intent of the Plan

          18.  GOVERNING LAW.  To the extent that federal laws do not
     otherwise control, the Plan shall be construed in accordance with
     and governed by the laws of the State of Delaware.

          Adopted by the Board of Directors of Furniture Brands
     International, Inc. on January 29, 1999.<PAGE>