EMPLOYMENT AGREEMENT

          This Employment Agreement is made and entered into on August 1,
     1996 (the "Effective Date") by and between Thomasville Furniture
     Industries, Inc., a Delaware corporation ("Thomasville") and Frederick
     B. Starr ("Executive").

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

          WHEREAS, it is in the best interests of Thomasville 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 Thomasville, 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 Thomasville, (ii)
          violations by Executive of this Agreement or Executive's
          employment obligations to Thomasville 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
          Thomasville, 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 Thomasville.

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

          2.     Employment.  Thomasville agrees to employ Executive, and
     Executive agrees to serve Thomasville in an executive, managerial and
     supervisory capacity, subject to the direction and control of the
     Board of Directors of Thomasville, 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,

          b.     Executive's services shall be performed at the location<PAGE>





          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 Thomasville on the Effective Date  ("Base Salary"),

          d.     Executive shall continue to have an annual cash bonus
          potential, either pursuant to the Thomasville Executive Incentive
          Plan in effect on the Effective Date or pursuant to a similar
          incentive compensation plan of Thomasville, 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
          Thomasville ("Benefit Plans").

     The failure of Thomasville, 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 Thomasville.

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

          4.     Term.  Subject to the provisions of this Section 4 of this
     Agreement, either party shall have the right to terminate the
     Employment Period at any time.  If Executive's employment with
     Thomasville is terminated by Thomasville, other than for Cause or as a
     result of his death or Disability, or if Executive terminates his
     employment with Thomasville for Good Reason, then Thomasville 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) and (ii) subject to
     program eligibility requirements and continuation of programs by
     Thomasville, continue his participation in the Benefit Plans in which
     he was participating on the date of termination of employment.<PAGE>





           5.    Non-Competition.  During the three-year period commencing
     on the Effective Date and, if longer, while employed by Thomasville,
     and for a period of one year after termination of employment,
     Executive shall not, without the prior written consent of Thomasville,
     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 5 shall, however, restrict Executive from making
     investments in other ventures which are not competitive with
     Thomasville, 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 Thomasville
     (other than for Cause) and the Executive elects to forego the payments
     called for in Section 4 hereof, the provisions of this Section 5 shall
     not apply.  Should any of the terms of this Section 5 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 5, 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 Thomasville may be entitled.

          6.     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 Thomasville may require) any non-public information concerning
     Thomasville or its business.

          7.     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 Thomasville and its successors and
     assigns.  This Agreement shall supersede and stand in place of any and
     all other agreements between Executive and Thomasville regarding
     severance pay and/or any and all severance pay benefits pursuant to
     any plan or practice of Thomasville.  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 North Carolina.

          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<PAGE>





     Thomasville 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
     Thomasville 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.


                                        THOMASVILLE FURNITURE
                                        INDUSTRIES, INC.


                                        By: David P. Howard
                                           ----------------------
                                            Vice-President
     Agreed to and Approved:

     FURNITURE BRANDS                   FREDERICK B. STARR
     INTERNATIONAL, INC.


     By: R.B. Loynd                     By: Frederick B. Starr
        -----------------------            ----------------------
         Chairman of the Board<PAGE>