CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       OF

                      FURNITURE BRANDS INTERNATIONAL, INC.


            Pursuant to Section 151(g) of the General Corporation Law
                            of the State of Delaware


     We,  W.  G.  Holliman,  Chairman  of  the  Board,  and  Lynn  Chipperfield,
Secretary, of FURNITURE BRANDS INTERNATIONAL,  INC., a corporation organized and
existing  under  the  General  Corporation  Law of the  State  of  Delaware,  in
accordance with the provisions of Section 151(g) thereof, DO HEREBY CERTIFY:


     That pursuant to the authority conferred upon the Board of Directors by the
Certificate  of  Incorporation,  as amended,  of the Company,  the said Board of
Directors on July 30, adopted the following  resolution creating a series of One
Million  (1,000,000)  shares of Preferred  Stock  designated  as Series A Junior
Participating Preferred Stock:


     RESOLVED,  that pursuant to the authority  vested in the Board of Directors
of the Company in accordance with the provisions of its Restated  Certificate of
Incorporation,  as amended, a series of Preferred Stock of the company be and it
hereby is created,  and that the  designation and amount thereof and the powers,
preferences  and relative,  participating,  optional and other special rights of
the shares of such series, and the  qualifications,  limitations or restrictions
thereof are as follows:


     Section 1. Designation and Amount.


     There shall be a series of the Preferred Stock which shall be designated as
the  "Series A Junior  Participating  Preferred  Stock," no par  value,  and the
number of shares  constituting  such series shall be  1,000,000.  Such number of
shares may be increased or decreased by  resolution  of the Board of  Directors;
provided,  that no decrease shall reduce the number of shares of Series A Junior
Participating  Preferred  Stock to a number  less than that of the  shares  then
outstanding  plus the number of shares  issuable  upon  exercise of  outstanding
rights,  options or warrants or upon conversion of outstanding securities issued
by the Company.


     Section 2. Dividends and Distributions.


     (A)  Subject  to the  rights of the  holders of any shares of any series of
preferred stock of the Company ranking prior and superior to the Series A Junior
Participating  Preferred Stock with respect to dividends,  the holders of shares
of Series A Junior  Participating  Preferred Stock, in preference to the holders
of shares of Common Stock,  no par value,  of the Company (the "Common  Stock"),
and of any other junior  stock,  shall be entitled to receive,  when,  as and if
declared  by the  Board of  Directors  out of funds  legally  available  for the
purpose,  quarterly  dividends payable in cash on any regular quarterly dividend
payment date as shall be established  by the Board of Directors  (each such date

<PAGE>

being referred to herein as a "Quarterly Dividend Payment Date"),  commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction  of a share of Series A Junior  Participating  Preferred  Stock,  in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00
or (b) subject to the provision for adjustment  hereinafter set forth, 100 times
the  aggregate  per  share  amount  of all cash  dividends,  and 100  times  the
aggregate per share amount (payable in kind) of all non-cash  dividends or other
distributions,  other  than a dividend  payable  in shares of Common  Stock or a
subdivision of the outstanding  shares of Common Stock (by  reclassification  or
otherwise),  declared  on the  Common  Stock  since  the  immediately  preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment  Date,  since the first  issuance of any share or fraction of a share of
Series A Junior Participating Preferred Stock. In the event the Company shall at
any time after July 30, 1998 (the "Rights  Declaration Date") declare or pay any
dividend  on the Common  Stock  payable in shares of Common  Stock,  or effect a
subdivision or combination or consolidation of the outstanding  shares of Common
Stock (by  reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each  such  case the  amount  to which  holders  of shares of Series A Junior
Participating  Preferred  Stock were  entitled  immediately  prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction,  the  numerator of which is the number of shares of Common
Stock  outstanding  immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding  immediately prior to
such event.


     (B) The Company  shall declare a dividend or  distribution  on the Series A
Preferred Stock as provided in paragraph (A) of this Section  immediately  after
it  declares a  dividend  or  distribution  on the Common  Stock  (other  than a
dividend  payable in shares of Common  Stock);  provided  that,  in the event no
dividend or distribution shall have been declared on the Common Stock during the
period  between any  Quarterly  Dividend  Payment  Date and the next  subsequent
Quarterly  Dividend  Payment Date, a dividend of $1.00 per share on the Series A
Junior  Participating  Preferred  Stock  shall  nevertheless  be payable on such
subsequent Quarterly Dividend Payment Date.

     (C) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Junior  Participating  Preferred  Stock from the Quarterly  Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such  shares  is  prior to the  record  date  for the  first  Quarterly
Dividend  Payment  Date,  in which case  dividends on such shares shall begin to
accrue from the date of issue of such  shares,  or unless the date of issue is a
Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the
determination  of holders of shares of Series A Junior  Participating  Preferred
Stock  entitled  to  receive a  quarterly  dividend  and before  such  Quarterly
Dividend  Payment Date, in either of which events such dividends  shall begin to
accrue and be cumulative from such Quarterly  Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of Series
A Junior  Participating  Preferred Stock in an amount less than the total amount
of such  dividends  at the time  accrued  and  payable on such  shares  shall be
allocated pro rata on a  share-by-share  basis among all such shares at the time
outstanding.  The Board of Directors may, in accordance with applicable law, fix
a record  date for the  determination  of  holders  of shares of Series A Junior
Participating  Preferred  Stock  entitled  to receive  payment of a dividend  or
distribution  declared  thereon,  which  record date shall be not more than such
number of days prior to the date fixed for the payment thereof as may be allowed
by applicable law.



<PAGE>

     Section 3. Voting Rights.


     The  holders  of shares of Series A Junior  Participating  Preferred  Stock
shall have the following voting rights:


     (A) Each  share of  Series A Junior  Participating  Preferred  Stock  shall
entitle the holder  thereof to 100 votes on all matters  submitted  to a vote of
the  stockholders  of the  Company.  In the event the Company  shall at any time
after the Rights  Declaration  Date  declare or pay any  dividend  on the Common
Stock payable in shares of Common Stock,  or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by  reclassification
or  otherwise  than by payment of a dividend  in shares of Common  Stock) into a
greater or lesser number of shares of Common  Stock,  then in each such case the
number of votes to which  holders  of  shares  of Series A Junior  Participating
Preferred  Stock  were  entitled  immediately  prior  to such  event  under  the
preceding  sentence shall be adjusted by multiplying  such amount by a fraction,
the  numerator  of which is the  number of shares  of Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.


     (B)  Except  as  otherwise  provided  herein,  in  the  Company's  Restated
Certificate of Incorporation or by law, the holders of shares of Series A Junior
Participating  Preferred  Stock,  the holders of shares of Common Stock, and the
holders  of shares of any other  capital  stock of the  Company  having  general
voting  rights,  shall vote together as one class on all matters  submitted to a
vote of stockholders of the Company.


     (C)  Except as  otherwise  set forth  herein or in the  Company's  Restated
Certificate of Incorporation,  and except as otherwise  provided by law, holders
of Series A Junior  Participating  Preferred  Stock shall have no special voting
rights and their  consent  shall not be required  (except to the extent they are
entitled to vote with  holders of Common  Stock as set forth  herein) for taking
any corporate action.


     Section 4. Certain Restrictions.


     (A)  Whenever  dividends  or  distributions  payable on the Series A Junior
Participating  Preferred  Stock  as  provided  in  Section  2  are  in  arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not  declared,  on shares of Series A Junior  Participating  Preferred  Stock
outstanding shall have been paid in full, the Company shall not:


     (i) declare or pay dividends on, make any other distributions on, or redeem
or purchase or otherwise  acquire for  consideration any shares of stock ranking
junior (either as to dividends or upon  liquidation,  dissolution or winding up)
to the Series A Junior Participating Preferred Stock;


     (ii)  declare or pay  dividends on or make any other  distributions  on any
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution  or  winding  up) with the Series A Junior  Participating  Preferred
Stock,  except  dividends  paid  ratably  on the  Series A Junior  Participating
Preferred  Stock and all such parity stock on which  dividends are payable or in
arrears in  proportion  to the total  amounts  to which the  holders of all such
shares are then entitled;
<PAGE>


     (iii) except as permitted in Section 4(A)(iv) below,  redeem or purchase or
otherwise  acquire  for  consideration  shares of any stock  ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Junior Participating  Preferred Stock, provided that the Company may at
any time redeem,  purchase or otherwise  acquire shares of any such parity stock
in exchange for shares of any stock of the Company  ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A Junior
Participating Preferred Stock; and


     (iv) purchase or otherwise acquire for consideration any shares of Series A
Junior Participating Preferred Stock, or any shares of stock ranking on a parity
with the Series A Junior  Participating  Preferred  Stock,  except in accordance
with a purchase  offer made in writing or by  publication  (as determined by the
Board of  Directors)  to all holders of such shares upon such terms as the Board
of Directors,  after  consideration of the respective  annual dividend rates and
other relative  rights and  preferences  of the  respective  series and classes,
shall determine in good faith will result in fair and equitable  treatment among
the respective series or classes.


     (B) The Company shall not permit any  subsidiary of the Company to purchase
or otherwise acquire for consideration any shares of stock of the Company unless
the Company could,  under paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.


     Section 5. Reacquired Shares.


     Any shares of Series A Junior  Participating  Preferred  Stock purchased or
otherwise  acquired by the Company in any manner whatsoever shall be retired and
canceled  promptly after the  acquisition  thereof.  The Company shall cause all
such shares upon their  cancellation  to be  authorized  but unissued  shares of
Preferred  Stock  which may be  reissued  as part of a new  series of  Preferred
Stock, subject to the conditions and restrictions on issuance set forth herein.


     Section 6. Liquidation, Dissolution or Winding Up.


     (A)  Subject  to the  rights of the  holders of any shares of any series of
Preferred Stock of the Company ranking prior and superior to the Series A Junior
Participating Preferred Stock with respect to liquidation,  upon any liquidation
(voluntary  or  otherwise),  dissolution  or  winding  up  of  the  Company,  no
distribution  shall be made to the  holders  of shares of stock  ranking  junior
(either as to dividends or upon  liquidation,  dissolution or winding up) to the
Series A Junior Participating Preferred Stock unless, prior thereto, the holders
of shares of Series A Junior  Participating  Preferred Stock shall have received
$100.00  per share,  plus an amount  equal to accrued and unpaid  dividends  and
distributions thereon, whether or not declared, to the date of such payment (the
"Series A Liquidation Preference").  Following the payment of the full amount of
the Series A Liquidation Preference,  no additional  distributions shall be made
to the  holders  of  shares of Series A Junior  Participating  Preferred  Stock,
unless, prior thereto, the holders of shares of Common Stock shall have received
an amount per share (the "Common  Adjustment") equal to the quotient obtained by
dividing (i) the Series A Liquidation  Preference by (ii) 100 (as  appropriately
adjusted as set forth in  subparagraph  C below to reflect  such events as stock
dividends, and subdivisions, combinations and consolidations with respect to the
Common Stock) (such number in clause (ii) being  referred to as the  "Adjustment
Number").  Following  the payment of the full amount of the Series A Liquidation

<PAGE>

Preference  and the Common  Adjustment in respect of all  outstanding  shares of
Series A Junior  Participating  Preferred Stock and Common Stock,  respectively,
holders of Series A Junior  Participating  Preferred Stock and holders of shares
of Common  Stock shall  receive  their  ratable and  proportionate  share of the
remaining  assets to be distributed  in the ratio of the Adjustment  Number to 1
with respect to such Series A Junior  Participating  Preferred  Stock and Common
Stock, on a per share basis, respectively.


     (B) In the  event  there  are not  sufficient  assets  available  to permit
payment  in full of the  Series A  Liquidation  Preference  and the  liquidation
preferences  of all other series of  preferred  stock,  if any,  which rank on a
parity  with the  Series A  Junior  Participating  Preferred  Stock,  then  such
remaining  assets  shall be  distributed  ratably to the  holders of such parity
shares in proportion to their respective liquidation  preferences.  In the event
there are not  sufficient  assets  available  to permit  payment  in full of the
Common  Adjustment,  then such remaining assets shall be distributed  ratably to
the holders of Common Stock.


     (C) In the event the Company shall at any time after the Rights Declaration
Date  declare or pay any  dividend on Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares  of Common  Stock,  then in each  such case the  Adjustment  Number in
effect  immediately  prior to such event shall be adjusted by  multiplying  such
Adjustment  Number by a fraction the  numerator of which is the number of shares
of Common Stock outstanding  immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding  immediately
prior to such event.


     Section 7. Consolidation, Merger, etc.


     In case the Company shall enter into any consolidation, merger, combination
or other  transaction  in which the shares of Common Stock are  exchanged for or
changed into other stock or securities,  cash and/or any other property, then in
any such case the shares of Series A Junior Participating  Preferred Stock shall
at the same time be  similarly  exchanged  or  changed  in an  amount  per share
(subject to the provision  for  adjustment  hereinafter  set forth) equal to 100
times the aggregate amount of stock, securities,  cash and/or any other property
(payable  in kind),  as the case may be,  into  which or for which each share of
Common Stock is changed or exchanged. In the event the Company shall at any time
after the Rights  Declaration  Date  declare or pay any dividend on Common Stock
payable in shares of Common Stock,  or effect a subdivision  or  combination  or
consolidation of the outstanding shares of Common Stock (by  reclassification or
otherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a
greater or lesser number of shares of Common  Stock,  then in each such case the
amount set forth in the  preceding  sentence  with  respect to the  exchange  or
change  of  shares of Series A Junior  Participating  Preferred  Stock  shall be
adjusted by multiplying  such amount by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of  Common  Stock  that are
outstanding immediately prior to such event.


     Section 8. Redemption.


     The shares of Series A Junior  Participating  Preferred  Stock shall not be
redeemable.
<PAGE>


     Section 9. Ranking.


     The Series A Junior Participating  Preferred Stock shall rank junior to all
other series of the Company's Preferred Stock as to the payment of dividends and
the  distribution  of assets,  unless the terms of any such series shall provide
otherwise.


     Section 10. Fractional Shares.


     Series A Junior Participating Preferred Stock may be issued in fractions of
a share  which  shall  entitle  the  holder,  in  proportion  to  such  holder's
fractional shares, to exercise voting rights, receive dividends,  participate in
distributions and to have the benefit of all other rights of holders of Series A
Junior Participating Preferred Stock.


     IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the  foregoing  as true under the  penalties  of perjury this 30th day of
July, 1998.


                                                By:     /s/ W.G. Holliman
                                                        ------------------
                                                Name:   W.G. Holliman
                                                Title:  Chairman of the Board

Attest


By:    /s/ Lynn Chipperfield
       ----------------------
Name:  Lynn Chipperfield
Title: Secretary