CHARTER OF THE

GOVERNANCE AND NOMINATING COMMITTEE

OF THE BOARD OF DIRECTORS

OF FURNITURE BRANDS INTERNATIONAL, INC.

 

The Governance and Nominating Committee ("Committee") of the Board of Directors ("Board") of Furniture Brands International, Inc. ("Company") hereby adopts this formal written charter ("Charter"), which has been approved by the full Board on the date set forth below.

 

Membership

 

Members of the Committee shall be appointed by the Board upon the recommendation of the Committee and may be removed by the Board in its discretion. The Committee shall consist of three or more directors all of whom in the judgment of the Board of Directors shall be independent in accordance with the New York Stock Exchange listing standards.

 

Purposes

 

The Committee shall (a) identify and recommend nominees for election as directors individuals who are qualified to become Board members and (b) develop and recommend to the Board corporate governance principles applicable to the Company.

 

Duties and Responsibilities

 

In furtherance of these purposes, the Committee shall have the following duties and responsibilities:

 

Nomination of Directors

 

1.                  Consider and make recommendations to the Board concerning the appropriate size, function and needs of the Board in the context of the current make-up of the Board. 

 

2.                  Establish the criteria for Board membership; criteria should cover, among other things, diversity, experience, skill set and the ability to act on behalf of shareholders.

 

3.                  Consider, recommend and recruit candidates to fill new positions on the Board.

 

4.                  Review candidates recommended by shareholders.

 

5.                  Conduct the appropriate and necessary inquiries into the backgrounds and qualifications of candidates.

 

Corporate Governance

 

1.         Consider questions of possible conflicts of interest of Board members and of executives.

 

2.                  Monitor and recommend the functions of the various committees of the Board.

 

3.                  Recommend committee members and chairpersons.

 

4.         Advise on changes in Board compensation.

 

5.         Make recommendations on the structure of Board and committee meetings.

 

6.         Review, periodically, the Company’s Corporate Governance Principles.

 

7.                  Review, periodically, the Company’s director qualification standards.

 

8.                  Review, periodically, the Company’s Preferred Stock Purchase Rights Plan.

 

9.                  Review director retirement policies.

 

10.       Review the functions of the senior officers and make recommendations on changes.

 

11.       Review the outside activities of senior executives.

 

12.         Review periodically with the Chairman and Chief Executive Officer the succession plans

relating to positions held by elected corporate officers, and make recommendations to

the Board with respect to the selection of individuals to occupy these positions.

 

13.         Consider matters of corporate governance in general.

 

General

 

1.         As necessary and appropriate, consult with outside advisors to assist in the their duties to the Company and, in its sole discretion, engage a director search firm.

 

2.         Prepare and present to the Board an annual performance evaluation of the Committee.

 

Meetings

 

The Committee shall meet as often as it deems necessary each year to fulfill its duties and responsibilities.  The Committee shall report to the Board with respect to its activities and make recommendations to the Board as appropriate.

 

This Charter has been adopted by the Committee and approved by the full Board on January 29, 2004.

 

 

                                                                                    Donald E. Lasater, Chairman

                                                                                    Governance and Nominating Committee

of the Board of Directors of

                                                                                    Furniture Brands International, Inc.