Exhibit 10.31



SECOND AMENDMENT



TO



DEFERRED COMPENSATION AGREEMENT



THIS AGREEMENT, made and entered into this 4th day of December, 1986, by and between ROWE FURNITURE CORPORATION, a Nevada corporation (hereinafter referred to as the Company), and BARRY A. BIRNBACH
(hereinafter referred to as the Employee).



WITNESSETH:



WHEREAS, the Company and the
Employee did enter into a Deferred Compensation Agreement on the 31st day of August, 1978, which was subsequently amended on the 13th day of March, 1980; and



WHEREAS, both parties desire to amend such Deferred Compensation Agreement in order to increase the deferred compensation benefit under Section 5, and the
revised amounts in Section 7;



NOW, THEREFORE, in consideration
of the foregoing and the mutual promises of the parties thereto, it is agreed that Section 5 of the above mentioned Deferred Compensation Agreement shall be amended to read as follows:



| | 5. | Deferred Compensation Benefit and Payments
| | -- | ------------------------------------------



The Employees deferred compensation benefit shall be the aggregate sum of One Hundred Seventy-Five Thousand Dollars ($175,000.00) and shall be paid
in accordance with the following provisions:



(a) Upon the
Employee actually retiring on or after the Normal Retirement Date, he shall receive his deferred compensation benefit in one hundred twenty (120) equal monthly installments of One Thousand Four Hundred Fifty-Eight Dollars and Thirty-Three Cents
($1,458.33), commencing on the first day



---

after the Accelerated Retirement Date, but prior to Normal Retirement Date, then in that event, he shall receive his deferred compensation benefit in equal
monthly installments, commencing on the first day of the month next following his voluntary retirement and continuing until the month including the Employees seventy-fifth (75th) birthday.



(c) In the event of the Employees death at a time when less than all
such monthly payments have been made, the company shall continue to make identical monthly payments to such persons as he may have designated, pursuant to the provisions of Paragraph 6 below, until such time as all payments provided for in
Subparagraph (a) or (b), as the case may be, have been made.



All other terms and provisions of the above referred to Deferred Compensation Agreement shall remain in full force and effect.



IN WITNESS WHEREOF, the Company and the Employee have executed this First Amendment to Deferred Compensation Agreement under seal, each intending to be
legally bound hereby.



|                    |  |  |  |                                                 |  |                             
|------------------- |  |  |  | ----------------------------------------------- |  | ----------------------------
|                    |  |  |  | ROWE FURNITURE CORPORATION A Nevada Corporation
|(Corporate Seal)    |  |  |  |                                                
|                    |  |  |  | By                                              |  | /s/ Gerald M. Birnbach      
|                    |  |  |  |                                                 |  | Gerald M. Birnbach President
|Attest:             |  |  |  |                                                 |  |                             
|                    |  |  | 
|/s/ [ILLEGIBLE]     |  |  |  |                                                 |  |                             
|Secretary-Treasurer |  |  |  |                                                 |  |