FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT by and among FLEETWOOD HOMES, INC. and ITSSHAREHOLDERS Dated as of November 30, 2010 FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT

Exhibit 10.10.1

FIRST AMENDMENT TO SHAREHOLDERS’ AGREEMENT

by and among

FLEETWOOD HOMES, INC.

and

ITS SHAREHOLDERS

Dated as of November 30, 2010

FIRST AMENDMENT TO SHAREHOLDERS’ AGREEMENT

This FIRST AMENDMENT TO SHAREHOLDERS’ AGREEMENT (the “First Amendment”) is dated as of November 30, 2010, by and among Fleetwood Homes, Inc., a Delaware Corporation (the “Company”), the Shareholders listed on Schedule A to the Shareholders’ Agreement (as defined below) and such other Shareholders who may become a party thereto and hereto from time to time after the date hereof. The parties to this First Amendment are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Shareholders’ Agreement.

RECITALS:

On August 17, 2009, the Parties entered into that certain Shareholders’ Agreement by and among the Company and its Shareholders (the “Shareholders’ Agreement”), which is incorporated herein by reference;

Each of the Shareholders continues to be the record owner of that number of Shares set forth alongside its name on Schedule A to the Shareholders’ Agreement; and

As a result of the Company’s intended purchase of the assets of Palm Harbor Homes, Inc. (the “Asset Purchase”) the Shareholders and the Company wish to enter into this First Amendment to provide for certain terms and conditions regarding the ownership and transfer of Shares, and certain other matters provided herein.

AGREEMENT:

NOW, THEREFORE, in consideration of premises and the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AMENDMENTS:

“For purposes of this Schedule B, the term “EBITDA” Pertaining to the Company means, Consolidated Net Income plus Consolidated Income Tax Expense (or minus Consolidated Income Tax Benefit) plus Consolidated Depreciation and Amortization plus Fleetwood Homes Interest Expense plus Palm Harbor Homes (Excludes CountryPlace) Interest Expense minus Fleetwood Homes Interest Income minus Palm Harbor Homes (Excludes CountryPlace) Interest Income minus any one-time gain (or plus any one time loss) on an asset sale.

Example for Illustration Purposes Only

“Cash and cash equivalents” means consolidated cash and cash equivalents minus (i) cash and cash equivalents at Standard Casualty minus (ii) Excess cash and cash equivalents at CountryPlace.”

“CountryPlace” means, collectively, CountryPlace Holdings, LLC, a Delaware limited liability company, CountryPlace Acceptance Corporation, a Nevada corporation, CountryPlace Mortgage, Ltd., a Texas limited partnership, CountryPlace Mortgage Holdings, LLC, a Delaware limited liability company, CountryPlace Acceptance G.P., LLC, a Texas limited liability company, and CountryPlace Acceptance L.P., LLC, a Delaware limited liability company, CountryPlace Funding, a Delaware corporation, and CountryPlace Title, LTD, a Texas corporation.”

“Excess cash and cash equivalents at CountryPlace” means any cash and cash equivalents in excess of $10,000,000.”

“Standard Casualty” means Standard Casualty Co., a Texas corporation, Standard Insurance Agency, Inc., a Texas corporation, and Palm Harbor Insurance Agency of Texas, a Texas corporation.

IN WITNESS HEREOF, the Parties have executed this First Amendment on the date first written above.

Third Avenue Trust, a Delaware business trust, on behalf of Third Avenue Value Fund