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                                                                   EXHIBIT 10.10


                             FIRST AMENDMENT TO THE
                              LADD FURNITURE, INC.
                         1999 MANAGEMENT INCENTIVE PLAN



         This First Amendment to the LADD Furniture, Inc. 1999 Management
Incentive Plan (the "Plan") made this ___ day of _______________, 1999, and
effective September 1, 1999.

                              W I T N E S S E T H:

         WHEREAS, the Board of Directors of LADD Furniture, Inc. previously
adopted the Plan for the purpose of providing effective incentives for key
employees of the Corporation; and

         WHEREAS, the Plan was originally intended to operate as a short-term
incentive plan running for the one-year period ending January 1, 2000; and

         WHEREAS, the Corporation is contemplating a merger with a subsidiary of
La-Z-Boy Incorporated (the "Merger"); and

         WHEREAS, the Board of Directors has determined that it is in the best
interests of the Corporation and its shareholders for the Corporation to have
the authority to pay the bonuses earned under the Plan prior to January 1, 2000.

         NOW, THEREFORE, BE IT RESOLVED: that the Plan shall be amended by
adding a new paragraph 10 to read as follows:

                  10.      Notwithstanding any other provisions of the 1999 MIP,
                           the Performance Bonuses earned under the Plan by the
                           Corporation's employees shall be paid to such
                           employees on or before the closing of the Merger. The
                           Corporation's chief executive officer shall have
                           discretion as to the timing of such payments,
                           including discretion to direct that the payment date
                           vary among the participants in the Plan; provided,
                           however, that if the closing of the Merger is not on
                           or before December 31, 1999, payment on or before
                           such date may only be made with the prior written
                           consent of La-Z-Boy Incorporated. If Performance
                           Bonuses are paid before January 1, 2000, to any
                           participant, all such bonuses shall be calculated




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                           under the terms of the Plan based on the best
                           financial information available to the Corporation as
                           of the date of payment. Regardless of when the
                           Performance Bonuses are paid, they shall be
                           calculated by excluding any special expenses related
                           to the Merger.



         IN WITNESS WHEREOF, the Corporation has caused this First Amendment to
be executed by the proper officers and its corporate seal hereto affixed as of
the day and year first above written.


                                            LADD FURNITURE, INC.
Attest:

                                            By:
- --------------------------                     -----------------------------
Secretary                                      Chairman of the Board and Chief
                                               Executive Officer

[CORPORATE SEAL]










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