FURNITURE BRANDS INTERNATIONAL INC
EXHIBIT 10(W) - FORM 10-K
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>exhibit10w.txt
<DESCRIPTION>EXHIBIT 10(W) - FORM 10-K
<TEXT>
                                                                 Exhibit 10(w)





















                       BROYHILL FURNITURE INDUSTRIES, INC.
                       SUPPLEMENTAL RETIREMENT INCOME PLAN


















                                                         Restatement 10/31/2001



<PAGE>


                                    ARTICLE I
                                   DEFINITIONS

Section 1.1.  Definitions.  As used herein,  the following  terms shall have the
     following meanings:


     (a)  "Board" means the Board of Directors of Broyhill Furniture Industries,
          Inc.

     (b)  "Credited Service" means the Employee's total number of full years and
          completed  months of employment  with the  Employer,  and with another
          Furniture  Brands  Company  prior  to  transfer  to  service  with the
          Employer;  provided,  however, that in no event shall (i) service with
          another  Furniture  Brands  Company  after  transfer from service with
          Employer,  (ii) service before the Employee  attained age 35, or (iii)
          service in excess of 30 years,  or (iv)  service  after a  Participant
          ceases to have an Executive Title with the Employer,  be considered as
          Credited Service under this Plan.

     (c)  "Earnings"  means the base  salary,  including  any section  401(k) or
          section 125 plan salary  reductions,  paid by the Employer (or, in the
          case of  service  with  another  Furniture  Brands  Company  prior  to
          transfer to service with the Employer,  by such other Furniture Brands
          Company) to an Employee  during a calendar  year,  plus any  incentive
          bonuses paid during the calendar year but excluding all other forms of
          remuneration; provided, however, Earnings shall not include any amount
          paid with respect to employment after a Participant  ceases to have an
          Executive Title with the Employer.

     (d)  "Effective Date" means June 1, 1987.

     (e)  "Employee"  means a person  employed  by the  Employer on or after the
          Effective Date.

     (f)  "Employer" means Broyhill Furniture Industries, Inc.

     (g)  "Executive  Title"  means  Officer  of the  Employer  and  such  other
          management titles as shall be designated as "Executive  Titles" by the
          Board and listed in  Appendix A as  attached  hereto and  incorporated
          herein by this reference.

     (h)  "Highest Average Earnings" means one-fifth of the Employee's aggregate
          Earnings  during the (5) five  consecutive  calendar  years out of the
          last  (10)  ten  consecutive  calendar  years of  employment  with the
          Employer (up to and including the calendar year of (i)  termination of
          employment


<PAGE>


          with the Employer,  (ii) transfer to another Furniture Brands Company,
          or (iii) transfer to a non-executive title position with the Employer,
          whichever first occurs) which give rise to the highest aggregate. Such
          calendar years may include years of employment with another  Furniture
          Brands Company prior to transfer to employment with the Employer,  and
          may include one or more partial calendar years, each of which shall be
          treated as a full calendar year for this purpose.

     (i)  "Furniture Brands Company" means Furniture Brands International,  Inc.
          and  any  of its  subsidiaries,  other  than  the  Employer;  provided
          however, for purposes of this Plan, a subsidiary is a Furniture Brands
          Company  only with respect to such period of time during which it is a
          subsidiary of Furniture Brands International, Inc.

     (j)  "Participant"  means an Employee  who has  satisfied  the  eligibility
          requirements of Article II.

     (k)  "Plan"  means the Broyhill  Furniture  Industries,  Inc.  Supplemental
          Retirement Income Plan.

     (l)  "Plan Year" means the calendar year.

     (m)  "Primary Social Security Amount" means the estimated amount (or actual
          amount,  if available) of the  Participant's  annual Primary Insurance
          Amount (as defined in the Social  Security  Act) payable at age 65, or
          at retirement,  if later. Said amount shall be determined on the basis
          of the Social  Security  Act in effect as of the date of  computation,
          assuming no additional Earnings after the date of computation.

     (n)  "Profit-Sharing  Annuity  Amount"  means the amount of annual  payment
          under a 60-month certain and life annuity  commencing at age 65, or at
          retirement,   if  later,  which  can  be  purchased  at  the  date  of
          termination of employment  with the  Participant's  "adjusted  account
          balance", as defined below. The amount which can be purchased with the
          Participant's  "adjusted account balance",  as defined below, shall be
          based on the  interest  rate(s) used by the Pension  Benefit  Guaranty
          Corporation  for  determining  the value of an  immediate  annuity for
          pension plans  terminating 90 days prior to the date of termination of
          employment and on the 1984 Unisex  Mortality Tables with no adjustment
          for sex.  For  purposes  of this  Section  1.1(n),  "adjusted  account
          balance" means the Participant's account balance in the Profit Sharing
          Retirement Plan of Broyhill Furniture Industries,  Inc. as of the last
          day of the Plan Year (as defined in said Plan)  immediately  preceding
          the  Participant's  termination of  employment,  plus interest on such
          balance from the last day of such year to the date of  termination  of
          employment. Interest for purposes of the preceding sentence shall be



<PAGE>


          calculated  using the  interest  rate(s)  used by the Pension  Benefit
          Guaranty Corporation for determining the value of an immediate annuity
          for pension plans terminating 90 days prior to the date of termination
          of employment.



                                   ARTICLE II
                                   ELIGIBILITY

Section 2.1. Commencement of Participation. On and after the Effective Date, the
     President  of  the  Employer   may,  in  his   discretion,   recommend  for
     participation any Employee who has attained age 40 and who has an Executive
     Title  with  the  Employer.   Such  Employee  shall  become  a  Participant
     immediately  upon  approval  of  such  recommendation  by the  Board,  said
     approval to be given or withheld at the discretion of the Board.

Section  2.2.  Termination  of  Participation.   Participation  shall  end  upon
     termination of employment  with the Employer and with all Furniture  Brands
     Companies,  prior to  retirement,  for reasons  other than  Disability  (as
     defined  in Section  4.5 of  Article  IV).  If a former  Participant  again
     becomes an Employee,  he shall be treated as a new Employee under the Plan.
     Service for a prior period of employment  with the Employer or with another
     Furniture  Brands  Company can be recognized  only if so recommended by the
     President of the Employer and approved by the Board.

Section 2.3. Participant  Transfers.  Notwithstanding any provision of this Plan
     to the contrary, the benefit, if any, payable under Article IV with respect
     to a Participant who transfers to another  Furniture Brands Company or to a
     non-executive  title  position  with  the  Employer  shall  be based on his
     Credited  Service  and  Highest  Average  Earnings  as of the  date of such
     transfer. If such Participant transfers back to an Executive Title position
     with the Employer,  his benefit, if any, shall be determined without regard
     to this Section 2.3.



                                   ARTICLE III
                                RETIREMENT DATES

Section  3.1. Retirement. For purposes of this Plan, retirement occurs when a
         Participant has both attained his Normal Retirement Date and terminated
         his employment with the Employer and with all Furniture Brands
         Companies; provided, however, retirement may occur before age 65 on an
         Early Retirement Date as provided under Section 3.3 below.


<PAGE>


Section 3.2.  Normal  Retirement  Date. A Participant's  Normal  Retirement Date
     shall  be the  first  day of the  calendar  month  coinciding  with or next
     following the date he attains age 65.

Section 3.3. Early Retirement Date. Subject to the discretionary approval of the
     Board,  a  Participant  may  retire  after age 55 and  prior to his  Normal
     Retirement  Date.  The  Early  Retirement  Date  shall  be any  such age as
     designated by the Board.  Retirement on an Early  Retirement  Date shall be
     contingent  upon  the  Participant's   execution  of  an  Early  Retirement
     Agreement, in a form prescribed by the Board.

Section 3.4.  Postponed  Retirement Date. A Participant's  Postponed  Retirement
     Date shall be the first day of the calendar month  coinciding  with or next
     following the date, after his Normal Retirement Date, on which he retires.



                                   ARTICLE IV
                                    BENEFITS

Section 4.1. Normal Retirement Benefit.

     (a)  A Participant who retires on his Normal Retirement Date shall receive,
          commencing on his Normal Retirement Date, a monthly retirement benefit
          for the life of the  Participant.  However,  if the  Participant  dies
          after payment has begun but before 60 monthly payments have been made,
          the  balance  of such 60  payments  shall  be paid to the  beneficiary
          designated by the  Participant  as provided in Article VI. The monthly
          retirement  benefit payable hereunder shall be equal to one-twelfth of
          (i), less (ii), less (iii), and less (iv), where:

          (i)  is 3% of the  Participant's  Highest  Average  Earnings times his
               Credited  Service  (up  to 10  years);  plus  1 1/2 % of  Highest
               Average  Earnings  in  excess of 10 years but not in excess of 20
               years;  plus 1/2 % of Highest Average Earnings times his Credited
               Service in excess of 20 years but not in excess of 30 years;

          (ii) is the Participant's Primary Social Security Amount multiplied by
               5% times his Credited Service not in excess of 20 years;

          (iii) is the Participant's Profit Sharing Annuity Amount; and

          (iv) is the annual  amount  (expressed  in the form of an  actuarially
               equivalent  60-month  certain and life annuity  commencing at age
               65) of any other  retirement  benefit  provided at the Employer's
               expense


<PAGE>


               (or at another  Furniture Brands Company's  expense) with respect
               to such  Participant,  excluding  (i)  the  portion  of any  such
               benefit  earned  after  transfer  from the  Employer  to  another
               Furniture  Brands  Company,  and (ii) any benefit payable under a
               section 401(k) salary  reduction plan. Any actuarial  equivalence
               shall be determined  using the interest rates used by the Pension
               Benefit  Guaranty  Corporation  for  determining  the value of an
               immediate  annuity for pension plans terminating 90 days prior to
               the  date  of  termination  of  employment  and the  1984  Unisex
               Mortality  Table with no adjustment  for sex. In no event shall a
               Participant's  monthly  benefit payable under this Subsection (a)
               be less than one-twelfth of the amount  determined by multiplying
               one  half of 1% of the  Participant's  Highest  Average  Earnings
               times his Credited Service, up to a maximum of 20 years.

     (b)  Notwithstanding  the provisions of Subsection (a) above,  but subject,
          to  Subsection  (c) below,  a  Participant  who  retires on his Normal
          Retirement  Date and who has been  married  to his spouse for at least
          one  year  on such  date,  shall  receive,  commencing  on his  Normal
          Retirement  Date, a reduced monthly  retirement  benefit for his life;
          and after his death his  surviving  spouse,  if any,  shall  receive a
          monthly  benefit  for life equal to 50% of the  reduced  Participant's
          monthly  benefit.  Said  joint and  survivor  annuity  form of reduced
          benefit  shall  be  payable  under  Subsection  (a)  above.  Actuarial
          equivalence shall be calculated using the interest rate(s) used by the
          Pension Benefit  Guaranty  Corporation for determining the value of an
          immediate  annuity for pension plans  terminating 90 days prior to the
          date of termination of employment and the 1984 Unisex  Mortality Table
          with no adjustment for sex.

     (c)  If a married Participant elects,  prior to retirement,  to receive the
          60-month certain and life annuity form of retirement benefit described
          in Subsection (a) above instead of the joint and 50% survivor  annuity
          form  described in  Subsection  (b) above,  then his benefit under the
          Plan shall  become  payable in the form and the amount as described in
          Subsection (a).

Section 4.2. Early Retirement Benefit.

     (a)  A Participant  who retires on an Early  Retirement Date shall begin to
          receive his retirement  benefits on his Normal  Retirement  Date under
          the  applicable  provisions  of  Section  4.1,  based on his  Credited
          Service and his Highest Average Earnings of his Early Retirement Date.

     (b)  If a Participant  retires on an Early Retirement Date, but dies before
          payment of his retirement benefit begins, the Plan shall pay a monthly


<PAGE>



          benefit to his surviving  spouse, as provided in Section 4.4 below, if
          the  Participant had been married to such spouse for at least one year
          on the date of his death.

     (c)  A  Participant  who  retires on an Early  Retirement  Date may ask the
          Board to  consent  to early  commencement  of the  retirement  benefit
          payable under the Plan. If the Board, in its discretion, approves, the
          Participant  shall receive a monthly  benefit  commencing on the first
          day of any calendar month  beginning on or after his Early  Retirement
          Date.  Said  monthly  benefit  shall  be  calculated  and  paid  under
          Subsection 4.1(a) above, based on his Credited Service and his Highest
          Average Earnings of his Early Retirement Date; provided, however, such
          monthly benefit shall be reduced by one-half of 1% for each full month
          by which the benefit  commencement date precedes his Normal Retirement
          Date.  Unless the Participant has elected  otherwise under  Subsection
          4.1(c),  the reduced benefit  determined under the preceding  sentence
          shall be paid in the form of an actuarially  equivalent  joint and 50%
          survivor annuity as described in Subsection  4.1(b) if the Participant
          has  been  married  to his  spouse  for a least  one  year on the date
          benefits commence.


Section 4.3. Postponed Retirement Benefit.

     (a)  A  Participant  who  retires  after his Normal  Retirement  Date shall
          receive,  commencing  on his  Postponed  Retirement  Date,  a  monthly
          retirement  benefit for the life of the Participant.  However,  if the
          Participant  dies  after  payment  has  begun,  but  before 60 monthly
          payments have been made, the balance of such 60 payments shall be paid
          to the  beneficiary  designated  by the  Participant  as  provided  in
          Article VI. The monthly  retirement benefit payable hereunder shall be
          equal to  one-twelfth  of (i), less (ii),  less (iii),  and less (iv),
          where:

          (i)  is 3% of the  Participant's  Highest  Average  Earnings times his
               Credited  Service  (up  to 10  years);  plus  1 1/2 % of  Highest
               Average Earnings times his Credited Service in excess of 10 years
               but not in  excess  of 20 years;  plus 1/2 % of  Highest  Average
               Earnings times his Credited Service in excess of 20 years but not
               in excess of 30 years;

          (ii) is the Participant's Primary Social Security Amount multiplied by
               5% times his Credited Service not in excess of 20 years;

          (iii) is the Participant's Profit-Sharing Annuity Amount; and



<PAGE>


          (iv) is the annual  amount  (expressed  in the form of an  actuarially
               equivalent  60-month  certain  and life  annuity,  commencing  at
               retirement)  of any  other  retirement  benefit  provided  at the
               Employer's  expense  (or at another  Furniture  Brands  Company's
               expense)  with  respect to such  Participant,  excluding  (i) the
               portion  of any  such  benefit  earned  after  transfer  from the
               Employer  to  another  Furniture  Brands  Company,  and  (ii) any
               benefit payable under a section 401(k) salary reduction plan. Any
               actuarial  equivalence  shall be  determined  using the  interest
               rate(s)  used by the Pension  Benefit  Guaranty  Corporation  for
               determining  the value of an immediate  annuity for pension plans
               terminating   90  days  prior  to  the  date  of  termination  of
               employment and the 1984 Unisex Mortality Table with no adjustment
               for sex.

               In no event shall a  Participant's  monthly benefit payable under
               this  Subsection  (a) be  less  than  one-twelfth  of the  amount
               determined  by  multiplying  one-half of 1% of the  Participant's
               Highest  Average  Earnings  times his Credited  Service,  up to a
               maximum of 20 years.

     (b)  Notwithstanding the provisions of Subsection (a) above, but subject to
          Subsection  (c) below,  a  Participant  who  retires  after his Normal
          Retirement  Date and who has been  married  to his spouse for at least
          one year on his Postponed  Retirement Date, shall receive,  commencing
          on his Postponed Retirement Date, a reduced monthly retirement benefit
          for his life; and after his death his surviving  spouse, if any, shall
          receive  a  monthly  benefit  for  life  equal  to 50% of the  reduced
          Participant's monthly benefit. Said joint and survivor annuity form of
          reduced  benefit shall be  actuarially  equivalent  to the  retirement
          benefit  payable under  Subsection  (a) above.  Actuarial  equivalence
          shall be  calculated  using the  interest  rate(s) used by the Pension
          Benefit Guaranty Corporation for determining the value of an immediate
          annuity for  pension  plans  terminating  90 days prior to the date of
          termination of employment and the 1984 Unisex  Mortality Table with no
          adjustment for sex.

     (c)  If a married Participant elects,  prior to retirement,  to receive the
          60-month certain and life annuity form of retirement benefit described
          in Subsection (a) above instead of the joint and 50% survivor  annuity
          form  described in  Subsection  (b) above,  then his benefit under the
          Plan shall  become  payable in the form and the amount as described in
          Subsection (a).

Section 4.4. Pre-Retirement Death Benefit.

     (a)  If a married Participant dies after attaining age 55 and completing at
          least  10  years  of  Credited  Service,  but  before  payment  of his
          retirement

<PAGE>


          benefit begins,  and if he had been married to his spouse for at least
          one  year on the  date of his  death,  the Plan  shall  pay a  monthly
          benefit to the surviving spouse for life,  commencing on the first day
          of the month next following the date of the  Participant's  death. The
          surviving spouse's monthly benefit shall be 50% of the reduced monthly
          benefit  that  would  have  been  payable  to  the  Participant  under
          Subsection   4.1(a)  or   4.3(a),   as   appropriate,   based  on  the
          Participant's  Credited Service and Highest Average Earnings as of the
          date of his death,  after  reduction of said benefit by one-half of 1%
          for each full month,  if any, by which the benefit  commencement  date
          precedes  the   Participant's   Normal   Retirement  Date,  and  after
          conversion of said reduced benefit to an actuarially  equivalent joint
          and 50% survivor annuity as described in Subsection  4.1(b) or 4.3(b),
          as  appropriate.  No death  benefit  is  payable  under this Plan with
          respect to any Participant who dies before payment of his Plan benefit
          begins,  if such  Participant  was unmarried,  or had been married for
          less than one year, on the date of death

Section 4.5. Disability.

     (a)  If a Participant who has attained age 50 and has completed at least 10
          years of Credited Service becomes Disabled (as defined for purposes of
          eligibility  to  receive   benefits   under  the  Broyhill   Furniture
          Industries,  Inc.  Long  Term  Disability  Plan,  whether  or not said
          Participant is covered under such plan), his termination of employment
          for Plan  purposes  shall  occur  when his period of  Disability  ends
          unless he resumes  employment with the Employer or another  "Furniture
          Brands  Company."  Such period of Disability  shall end on the date of
          the Participant's  death, the date the  Participant's  Disability ends
          (as defined for purposes of the Broyhill  Furniture  Industries,  Inc.
          Long  Term  Disability  Plan),  or the  Disabled  Participant's  Early
          Retirement Date, if any, or Normal  Retirement  Date,  whichever first
          occurs.

     (b)  Upon the death of a Disabled  Participant  after  attaining age 55 and
          prior to his Normal  Retirement  Date, a benefit  shall be paid to the
          Disabled  Participant's  surviving  spouse,  if any, under Section 4.4
          above, if the Disabled  Participant had been married to his spouse for
          at least one year on the date of his death.

     (c)  Upon the Normal Retirement Date of a Disabled  Participant,  a monthly
          retirement benefit shall be payable under Section 4.1 above.


<PAGE>


     (d)  A Disabled Participant may ask the Board to consent to commencement of
          his  retirement  benefit  on an Early  Retirement  Date.  If the Board
          consents,  payment of a reduced  benefit shall begin under Section 4.2
          above as of the Early  Retirement Date designated by the Board,  based
          on the Disabled  Participant's  Credited  Service as of such date. (e)
          For  purposes  of this  Section  4.5,  the period of  Disability  of a
          Disabled Participant who had an Executive Title with the Employer when
          he became Disabled shall be treated as Credited Service.  For purposes
          of determining  Highest Average Earnings with respect to such Disabled
          Participant,  Earnings  for each  calendar  year  during the period of
          Disability shall mean such Disabled  Participant's  annual base pay in
          effect as of the date he became  Disabled plus one-third of the sum of
          the last three annual  incentive  bonuses he received  with respect to
          his   performance   prior  to   becoming   Disabled.   Such   Disabled
          Participant's  Earnings  prior  to his  period  of  Disability  are as
          defined in Section 1.1(c) of Article I.



                                    ARTICLE V
                       ADMINISTRATION AND CLAIMS PROCEDURE

Section  5.1. The Board shall construe, interpret and administer all provisions
         of the Plan and a decision of a majority of the Board shall govern.

Section  5.2. A decision of the Board may be made by a written document signed
         by a majority of the Board or be a meeting of the Board. The Board may
         authorize any of its members to sign documents or papers on its behalf.

Section  5.3. For the purpose of this Plan's administration and claims
         procedures the Board shall appoint a Secretary who need not be a Board
         member. The Secretary shall keep all records of meetings and of any
         action by the Board in connection with this Plan, and any and all other
         records desired by the Board. The Board may appoint such agents, who
         need not be members of the Board, as it may deem necessary for the
         effective exercise of its duties under the Plan, and may, to the extent
         not inconsistent herewith, delegate to such agents any powers and
         duties, both ministerial and discretionary, as the Board may deem
         expedient and appropriate.

Section  5.4. No Board member, as such, shall make any decision or take any
         action covering exclusively his own eligibility for participation or
         for benefits under the Plan, if he is an Employee, but all such matters
         shall be decided by a majority of the remaining Board members or, in
         the event of inability to obtain a majority, by the President of the
         Employer.

<PAGE>


Section  5.5. A Participant or beneficiary or other person who believes that he
         is being denied a benefit to which he is entitle (hereinafter referred
         to as "Claimant") may file a written request for such benefit with the
         Board setting forth his claim. The request must be addressed to: Board
         of Directors, Broyhill Furniture Industries, Inc., One Broyhill Park,
         Post Office Box 700, Lenoir, NC 28633.

Section  5.6. Upon receipt of a claim the Board shall advise the Claimant that a
         reply will be forthcoming within 90 days and shall in fact deliver such
         reply within such period. However, the Board may extend the reply
         period for an additional 90 days for reasonable cause. If the claim is
         denied in whole or in part, the Board will adopt a written opinion
         using language calculated to be understood by the Claimant setting
         forth:

          (a)  the specific reason or reasons for denial,

          (b)  the specific references to pertinent Plan provisions on which the
               denial is based,

          (c)  a description of any additional material or information necessary
               for the Claimant to perfect the claim and an explanation why such
               material   or  such   information   is   necessary,   appropriate
               information as to the steps to be taken if the Claimant wishes to
               submit the claim for review, and

          (d)  the time limits for requesting a review under Section 5.7.

Section 5.7.  Within sixty days after the receipt by the Claimant of the written
     opinion described above, the Claimant may request in writing that the Board
     review its  determination.  Such  request must be addressed to the Board as
     provided in Section 5.5. The Claimant or his duly authorized representative
     may, but need not,  review the  pertinent  documents  and submit issues and
     comments in writing for  consideration  by the Board.  If the Claimant does
     not request a review of the  Board's  determination  within such  sixty-day
     period,  he shall be barred  and  estopped  from  challenging  the  Board's
     determination.

Section 5.8.  Within  sixty days  after the  Board's  receipt  of a request  for
     review, it will review its  determination.  After considering all materials
     presented by the Claimant, the Board will render a written opinion, written
     in a manner calculated to be understood by the Claimant,  setting forth the
     specific reasons for the decision and containing specific references to the
     pertinent  Plan  provisions  on which the  decision  is based.  If  special
     circumstances require that the sixty-day time period be extended, the Board
     will so  notify  the  Claimant  and will  render  the  decision  as soon as
     possible  but not later than 120 days after  receipts  of the  request  for
     review.  The  decision  of the  Board  shall be final  and  binding  on the
     Claimant.



<PAGE>


                                   ARTICLE VI
                                  MISCELLANEOUS

Section 6.1. Spendthrift. No Participant, spouse, or beneficiary may voluntarily
     or involuntarily  assign,  transfer,  encumber or otherwise subject to lien
     any of the benefits payable or to be payable under this Plan.

Section 6.2.  Incapacity.  If, in the  opinion of the Board,  a person to whom a
     benefit is payable is unable to care for his  affairs  because of  illness,
     accident or any other  reason,  any payment  due the person,  unless  prior
     claim therefor  shall have been made by a duly qualified  guardian or other
     duly appointed and qualified  representative of such person, may be paid to
     some member of the person's family, or to some party who, in the opinion of
     the Board, has incurred expense for such person.  Any such payment shall be
     a payment for the account of such person and shall be a complete  discharge
     of any liability.

Section 6.3. Employee Rights. The Employer,  in adopting this Plan, shall not be
     held to create or vest in any  Employee or any other  person any  interest,
     pension or benefits other than the benefits  specifically  provided herein.
     Nothing  contained herein shall be construed to be a contract of employment
     for any term, nor as conferring  upon any Employee the right to continue to
     be employed by the Employer,  or by any Furniture  Brands  Company,  in his
     present capacity, or in any capacity.

Section 6.4. Service of Process and Plan Administration.

     (a)  The President of the Employer  shall be the agent for service of legal
          process.

     (b)  The Employer shall be the Plan Administrator.

Section 6.5. Benefit Forfeiture. Notwithstanding any other provision of the Plan
     to  the  contrary,  in the  event  the  Board  reasonably  believes  that a
     Participant  has breached  any of the  provisions  of the Early  Retirement
     Agreement which he entered into pursuant to Section 3.3 of Article III, the
     Board shall cancel any further  payments  under the Plan, and all rights of
     the Participant, his spouse, and his beneficiaries under this Plan shall be
     forfeited.

Section 6.6.  Unfunded Plan. The Plan shall be unfunded.  The Employer shall pay
     all benefits hereunder out of the general assets of the Employer.



<PAGE>


Section 6.7. Amendment or Termination.  The Employer reserves the right to amend
     or terminate the Plan. In the event of termination, the benefits accrued as
     of the date of termination shall be frozen. The remaining provisions of the
     Plan shall continue to apply with respect to such frozen  benefits,  but no
     further  Credited  Service  shall be earned  nor  shall  the  amount of the
     benefit increase. In the event of amendment, the benefits accrued under the
     Plan  as of the  Effective  Date  of any  amendment  will  in no  event  be
     decreased or forfeited as a result of the amendment, nor shall the terms of
     the Plan governing the benefits  accrued as of such date (determined on the
     basis of the Participant's Highest Average Earnings and Credited Service as
     of such date) be less  favorable to any  Participant  as the result of such
     amendment.

Section  6.8.  Employee  Contributions.  There  shall  be  no  contributions  by
     Employees.


Section 6.9.  Vesting.  No benefit under this Plan shall be payable with respect
     to a Participant  whose employment with the Employer and with all Furniture
     Brands  Companies  is  terminated  prior to age 65 for  reasons  other than
     death,  Disability  (as  defined  in Section  4.5 of  Article  IV) or Early
     Retirement (under the terms of Section 3.3 of Article III).

Section 6.10. Beneficiary.  A Participant whose retirement benefit under Article
     IV is to be paid in the form of a 60-month  certain and life annuity  shall
     designate a beneficiary to receive any guaranteed  amount  remaining unpaid
     at his death and may designate one or more contingent  beneficiaries  which
     may be other than a natural person.  Such designation must be in writing in
     a  form  satisfactory  to  the  Board.  The  Participant  may  change  such
     designation at any time by filing a new beneficiary  designation  form with
     the Board,  but such change  will not be  effective  until  recorded by the
     Board.  If any  beneficiary  surviving  the  Participant  shall die  before
     receiving all of the guaranteed  payments,  if any, to become due under the
     Plan,  such payments shall be payable when due to the surviving  contingent
     beneficiaries in the order provided. If payments become due and there is no
     surviving  beneficiary,  or if such  beneficiary  is other  than a  natural
     person,  such  payments  shall be commuted  and paid in one lump sum. If no
     beneficiary has been designated to receive such commuted value, it shall be
     paid  to  the  Participant's  spouse,  or if no  spouse  survives,  to  the
     Participant's  children,  or if no  child  survives,  to  the  executor  or
     administrator of the Participant's estate.



<PAGE>


     IN WITNESS THEREOF, the Employer has caused this Plan to be executed by its
duly authorized officers this ______ day of _______________, 20___.


                                            BROYHILL FURNITURE INDUSTRIES, INC.


SEAL

                                         By_____________________________________

                                       Title ___________________________________


ATTEST:




____________________________________
Secretary



<PAGE>


                                   APPENDIX A

The following positions with the Employer are Executive Titles:

o        Officer

o        Department Manager

o        Production Manager

o        Merchandise Manager

o        Marketing Manager

o        Sales Manager

o        Plant Manager

o        Director of Gallery Operations

o        Manager of Dealer Services




</TEXT>
</DOCUMENT>
