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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.       )

La-Z-Boy Incorporated

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

      Payment of filing fee (check the appropriate box):

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LA-Z-BOY INCORPORATED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

      We invite you to attend our 2000 annual meeting of shareholders at the time and place shown above. The only business we expect to conduct at the meeting is electing three directors for three-year terms expiring in 2003.

      We are mailing this notice and the accompanying proxy statement and proxy card to our shareholders on or about June 30, 2000. We also are enclosing a copy of our 2000 Annual Report, which contains financial statements for the fiscal year ended April 29, 2000.

      Only shareholders of record at the close of business on June 23, 2000 will be entitled to vote at the meeting.

      Whether you plan to attend the meeting in person or not, please date, sign, and return the enclosed proxy card in the accompanying envelope. Even though you sign and return the proxy card, you may still vote your shares in person by revoking the proxy at the meeting.

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2000 PROXY STATEMENT OF LA-Z-BOY INCORPORATED

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       Our board of directors is divided into three classes, two consisting of three directors each and one consisting of four directors. Directors in each class serve for three-year, staggered terms. The terms of the three directors in one of the classes expire at this year’s annual meeting, so three directors will be elected at the meeting. The three directors elected will serve until our annual meeting of shareholders in 2003.

      Under the applicable Michigan corporate law, directors will be elected at the meeting from among those persons duly nominated by a plurality of votes cast. This year, the nominees who receive the highest through third-highest numbers of votes will be elected, regardless of the number of votes that for any reason, including abstention or withholding of authority, are not cast for the election of those nominees.

      We know of no business to be presented at the meeting other than the election of directors and routine procedural matters. However, if any other matters are properly presented to the meeting, the persons named in the enclosed form of proxy will vote on them as they think best.

      The board’s director nominees are two of the three current directors whose terms are scheduled to expire at the meeting and Ms. Petrauskas. All of the nominees have consented to serve if elected. In the absence of other instruction, the persons named in the accompanying form of proxy will vote in favor of these nominees. If any nominee becomes unable or unwilling to serve, which we do not expect, the proxy holders will vote for a substitute nominee designated by the board.

      Information about each nominee for election at the meeting and each director continuing in office is given below. Unless otherwise indicated, the principal occupation of each director or director nominee has been the same for at least five years.

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Director Nominees For Terms To Expire In 2003

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Directors With Terms Expiring In 2002

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Directors With Terms Expiring In 2001

       Mr. Lorne Stevens, who worked for us for over 40 years until retiring in April 1988 as Vice President of Manufacturing, has served on our board since 1972. Mr. Stevens is the other current director whose term of office expires at the annual meeting. As he leaves us, all directors and management would like to take this opportunity to thank him most sincerely for his many years of dedicated service to La-Z-Boy and for the invaluable advice and counsel he consistently has provided during his tenure on the board.

[STEVENS PHOTO]

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       During fiscal 2000, our board of directors held nine meetings. Each director attended at least 75% of the total number of board meetings and meetings of board committees on which he served that were held during the fiscal year.

      The standing committees of the board include an Audit Committee, a Compensation Committee, a governance committee called the Committee on the Board, and a subcommittee of the Compensation Committee, informally referred to as the Compensation Subcommittee. We provide more information about each of them below.

Audit Committee (2 meetings in fiscal 2000)

Compensation Committee (3 meetings in fiscal 2000)

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Compensation Subcommittee (3 meetings in fiscal 2000)

Committee on the Board (1 meeting in fiscal 2000)

       Directors who also are our employees receive no additional compensation for serving on the board. Directors who are not our employees receive:

     Cash Compensation

     Options

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Arrangements with Gene Hardy

      In connection with his retirement as our employee, Mr. Hardy entered into consulting arrangements with us for the period from May 1 to July 31, 2000. Under these arrangements, he is to receive $1,400 per working day, payable monthly. We may ask Mr. Hardy to consult with us from time to time after July 31, 2000. If we do, he will be entitled to compensation at the same rate per day unless we agree on a different rate. Mr. Hardy also will receive retirement benefits on the same terms and conditions as other executive retirees.

       Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, some over 10% owners of our common shares, and some persons who formerly were directors, executive officers, or over 10% owners, to file reports of ownership and changes in ownership with the SEC and the NYSE and furnish us with a copy of each report filed. Based solely on our review of copies of the reports filed by some of those persons and written representations from others that no reports were required, we believe that during fiscal 2000 all Section 16(a) filing requirements were complied with in a timely fashion.

       Under the applicable SEC rules, anyone that has or shares the right to vote any of our common shares or has or shares dispositive power over any of them is a “beneficial owner” of those shares. The settlor of a trust with a right to revoke the trust and regain the shares or a person who can acquire shares by exercising an option or a conversion right sometimes also is considered a beneficial owner under these rules. Consequently, more than one person can be considered the beneficial owner of the same common shares.

      The tables below provide information about beneficial owners of our common shares at the record date for the annual meeting, based on those SEC rules. Unless otherwise indicated below, each owner named in a table has sole voting and sole dispositive power over the shares reported for that person.

Security Ownership of Known Over 5% Beneficial Owners

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Security Ownership of Executive Officers, Current Directors, and Nominees

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Summary Information

      The table below provides summary information for the past three fiscal years concerning the compensation of each of our fiscal 2000 executive officers.

Summary Compensation Table

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      We have not included our cost of providing perquisites or other personal benefits to named executives in the table above. For each year reported and each named executive, that cost did not exceed $50,000 or, if less, 10% of the executive’s salary and bonus.

Option Grants

      The table below reports on stock options granted to executive officers during fiscal 2000 and the potential realizable value of those grants, assuming stock price appreciation rates of 5% and 10% annually over the five-year term of the options. The 5% and 10% rates of appreciation used in the table are not intended to forecast possible future actual appreciation, if any, in our stock price.

      All options reported in the table are options on common shares granted under our stock option plan for employees. Some of the options qualify as incentive stock options under the Internal Revenue Code, and the rest are non-qualified stock options. Normally, the options become exercisable in 25% increments on the first through fourth anniversaries of grant and, once exercisable, remain exercisable through the fifth anniversary of grant. However, in the event of a grantee’s death or retirement at or after age 65 (or earlier with our consent), each of the grantee’s options would become immediately exercisable in full and continue to be exercisable for one year or, if earlier, until the option’s scheduled expiration date. (Mr. Hardy’s retirement was consensual.) In addition, under the agreements described under “Change in Control Agreements” on page 16, if a change in control were to occur, each then outstanding option granted to a named executive would become exercisable in full. Termination of an executive’s employment under any circumstances other than those described above would cause all of his options to terminate immediately.

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Option Grants in Last Fiscal Year

[Additional columns below]

[Continued from above table, first column(s) repeated]

Options Exercised and Held

      The table below provides information about stock options executive officers exercised in fiscal 2000 and the value of the remaining options they held at the end of the fiscal year.

Aggregated Option Exercises in Last Fiscal Year

Long-Term Incentive Compensation Target Awards

      Under our performance plan, before or early in each fiscal year, employees selected by the Compensation Subcommittee may be granted contingent target awards the potential payouts on which are linked to achievement by the end of a three-year cycle, consisting of that and the next two fiscal years, of performance goals established by the Subcommittee when the target awards are granted. All performance awards under this plan are structured as options to purchase or outright grants of our common shares. For each recipient of a target award, the maximum performance award potential, which is awarded after the end

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      Early in fiscal 2000, the Compensation Subcommittee granted target awards to performance plan participants, including all executive officers, named in the Summary Compensation Table, for the performance cycle ending April 27, 2002, and it established four uniform financial goals for those awards. The goals related to sales growth, earnings before income taxes, operating profit margin, and return on total capital. We provide more information about the target awards to executive officers in the table below.

      Under the terms of the performance plan, if a target award grantee’s employment terminates due to death, or if his employment terminates due to disability or retirement with our consent and the terminated employee dies before the end of the performance cycle, his estate administrator may elect to receive a performance award before the end of the cycle. If the election is made, the estate would receive either a 30-day option on the number of shares shown in the “For Two Goals” column, as if two performance goals had been met, or an outright grant of the same number of shares, depending on whether employment terminated during the first or second half of the performance cycle. Termination of a grantee’s employment due to death, disability, or consensual retirement otherwise has no effect on outstanding target awards, but termination for any other reason automatically cancels the awards.

      The holder of a target award also will be deemed automatically to have earned and been granted a performance award equal to an outright grant of the number of shares

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Change in Control Agreements

      We have change in control agreements currently in effect with some employees, including all executive officers named in the Summary Compensation Table except Mr. Hardy. The employees eligible for change in control agreements are selected by the Compensation Committee. The full board has approved each agreement. Each agreement provides that if the covered employee is terminated, other than for cause, disability, death, or retirement, within three years after a change in control of La-Z-Boy Incorporated, that person will be entitled to receive a lump sum severance payment equal to three times his annualized salary and three times the average bonus amount paid to him in the previous three years. The covered employee also would be entitled to continuation of employee welfare benefit payments and reimbursement of certain legal fees and expenses incurred by the employee in enforcing the agreement following a change in control. In consideration of these obligations, each covered employee has agreed to remain in our employ during the pendency of any proposal for a change in control. Each agreement expires December 31, 2000 but automatically is renewed for an additional one-year period unless either party gives the other 90 days’ prior notice of non-extension. If a change in control occurs, the agreements automatically extend for 36 months.

Related Party Transactions

      Palm Beach Furniture Company. This company has been a La-Z-Boy dealer since 1991. Since December 1996, it has been 100% owned by Frederick Jackson’s wife, Jeanne C. Jackson, and before that time, it was 50% owned by their son, Frederick H. Jackson III. The younger Mr. Jackson has managed Palm Beach since it commenced operations.

      In August 1999, Palm Beach took over the operations of three La-Z-Boy Furniture Galleries in southeast Florida that we previously had taken over from a dealer we terminated—two on premises leased from third parties and one on premises we own. During fiscal 2000, Palm Beach paid to us or on our behalf a total of $302,000 in rent under pass-through subleases of the two leased premises and a lease of the premises we own. In May 2000, our board of directors approved terms for continuing arrangements with Palm Beach for the operation of these galleries.

      We lease one of the locations from a third party under a triple net lease that expires on December 31, 2011 and requires rental payments of $100,000 per year. Palm Beach subleases these premises from us on a pass-through basis. Before Palm Beach took over operations at this location, we spent approximately $290,000 for leasehold improvements. Palm Beach has agreed to repay us for these expenditures with simple interest at the rate of 7% per annum from August 1, 1999, payable in eight annual installments of principal and interest beginning August 1, 2000.

      Late in April 2000, the business that had been operated at the other leased location moved to a new location we lease from a different third party. The new lease is a triple net lease with an initial term that expires on February 1, 2005 and options to renew for up to

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      We lease the location that we own to Palm Beach under a triple net lease that requires rental payments of $221,000 per year. The initial term of this lease runs until August 1, 2004, and Palm Beach has an option to renew for five more years at the same rent. Palm Beach has an option to buy the property from us at any time during the lease term for its fair market value, as determined by averaging two independent appraisals obtained no more than 90 days before Palm Beach exercises the option. If Palm Beach exercises the option before August 1, 2001, it will be entitled to a credit toward the purchase price in an amount equal to the rent it has paid under the lease, up to a maximum of one year’s rent. If requested by Palm Beach, we will finance the purchase price over ten years, with principal and simple interest at the rate of 8% per annum amortized over 20 years and a balloon payment due at the end of the ten-year term. Palm Beach’s payment obligations would be secured by a first mortgage on the property.

      Kevin Norton. Kevin Norton, the son of Patrick Norton, is an independent sales representative for La-Z-Boy residential products under an agreement providing for the payment of commissions at various rates. The terms of his agreement, including the commission rates, are identical to those of our agreements with all of our approximately 90 other residential sales representatives.

      Mitch Kiser. Mitch Kiser, the son of Gerald Kiser, is an independent sales representative for Kincaid products under an agreement providing for the payment of commissions at various rates. The terms of his agreement, including the commission rates, are identical to those of our agreements with all of our approximately 40 other Kincaid sales representatives.

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       The graph below shows the return for our last five fiscal years that would have been realized (assuming reinvestment of dividends) by an investor who invested $100 on April 29, 1995 in our common shares, in the New York Stock Exchange Index, and in a peer group comprised of the following publicly traded furniture industry companies: Bassett Furniture, Bush Industries, Chromcraft Revington, Inc., Ethan Allen Interiors, Flexsteel Industries, Furniture Brands International, Pulaski Furniture, Rowe Companies, and Stanley Furniture. The stock performance of each company in the peer group has been weighted according to its relative stock market capitalization for purposes of arriving at group averages.

Assumes $100 Invested on April 29, 1995

[Graph]

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       The Compensation Committee of the board and its Compensation Subcommittee determine the compensation of executive officers and of other senior executives. The Subcommittee is charged with administering the stock-related employee plans in which executive officers may participate. The Compensation Committee determines all executive officer compensation not assigned to the Subcommittee.

      This is a joint report by the Subcommittee and the Committee on the policies they followed and the decisions they made for fiscal 2000. The Subcommittee provides information about decisions made by the Subcommittee only. The Committee provides all other information.

Compensation Philosophy

      La-Z-Boy’s executive compensation programs are premised on the conviction that the interests of executives should be closely aligned with those of shareholders. We believe that to further that objective a substantial portion of the aggregate potential compensation of executive officers should be directly and materially linked to operating performance. Consequently, we place a significant portion of each executive’s total compensation at risk and link it to the accomplishment of specific results intended to benefit shareholders in both the short and long terms. Since achievement of performance objectives over time is a primary determinant of share price, we weight executive compensation heavily on the basis of performance and achievement of these goals. This performance orientation:

Compensation Plan Overview

      For years, our practice has been to review the executive compensation programs of furniture manufacturers, including peer group companies, and other manufacturing companies of similar size whose executives have similar responsibilities and operations. Often, we also review analyses of compensation data and recommendations presented by a compensation consultant retained to assist us in our deliberations. We did not do this for fiscal 2000, however, because a very comprehensive study had been undertaken for us late in fiscal 1998 by Frederic W. Cook & Co., and we decided that the findings in that study were conservative in light of developments in the industry since the time it was prepared and that Cook’s recommendations were still viable for fiscal 2000.

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      The scope of Cook’s review included base salary, annual bonus, long-term incentives, and special benefits for La-Z-Boy’s top four officers. All competitive comparisons were made against a group of 17 furniture manufacturing companies (including, where available, companies in the peer group shown in the performance comparison on page 18). Overall, Cook deemed La-Z-Boy’s executive compensation program generally complete, in line with competitive practices, and reasonable versus the comparison group, given La-Z-Boy’s relative size and performance. Consistent with Cook’s recommendations for fiscal 1999, the Compensation Committee decided with respect to Messrs. Kiser and Norton and the other named executives for fiscal 2000 to increase base salaries and maintain the target cash bonus opportunity under the management incentive plan, and the Subcommittee decided to grant stock options and target awards under the performance plan according to Cook’s guidelines.

      The chief components of La-Z-Boy’s executive compensation program are salary, annual cash incentive bonuses, and long-term incentives utilizing stock-based awards. The Subcommittee made all decisions about stock-based awards for fiscal 2000. The Compensation Committee made all other decisions about fiscal 2000 compensation of executive officers. In making those decisions, both the Compensation Committee and the Subcommittee considered the components identified above as a whole and sought to balance the total compensation package between the more stable salary portion and the “at risk” incentive portions, so that a substantial percentage of the total potential compensation of each executive would be dependent on the achievement of short and long term strategic goals and increases in the value of La-Z-Boy’s common shares. Information about other factors bearing on particular components of fiscal 2000 executive compensation is provided below. Except where noted below, we determined the 2000 salary, bonus, and long-term incentive awards for Messrs. Kiser and Norton based on the same policies and after consideration of the same factors that we applied to the other executive officers.

Salary

      We set the fiscal 2000 salaries of all executive officers toward the beginning of the fiscal year after reviewing Cook’s study. Consistent with those recommendations, we increased the salaries of Messrs. Kiser and Norton by 4.1% and the salaries of the other executive officers between 3.9% and 5.4%. We did not make any further adjustments to executive officers’ salaries during the year.

Short-Term Incentive Awards

      Under La-Z-Boy’s management incentive plan, a cash bonus plan, the Compensation Committee annually establishes short term performance criteria and the weightings for the various criteria at the start of the fiscal year. The award paid after fiscal year end is based on actual results compared to the established performance targets. For fiscal 2000, the maximum award opportunities established were 100% of salary for Messrs. Kiser, Norton, and Jackson and 70% of salary for Mr. Hardy. The performance criteria for fiscal 2000 were improvement in sales revenue and pretax income. One-third of the potential payout after year end was based on sales revenue, and two-thirds was based on pretax income.

      For fiscal 2000, La-Z-Boy’s consolidated sales revenue, excluding the LADD, Bauhaus, and Alexvale acquisitions, increased 10.7% over fiscal 1999, and La-Z-Boy’s pretax income for fiscal 2000 increased 23.0% over fiscal 1999. Based on these achievements and on the sliding scale of performance goals established early in the year,

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      In addition to their cash incentive bonuses under the management incentive program, Messrs. Kiser and Hardy received the additional fiscal 2000 cash bonuses discussed after the Summary Compensation Table, due to their participation in the personal executive life insurance program.

Long-Term Incentives

      Stock-based awards are an important component of executive compensation because they particularly link executive compensation to the maximization of shareholder value. For fiscal 2000, we used both awards under the stock option plan and awards under the performance plan to further these objectives. Awards under La-Z-Boy’s restricted share plan also were available for that purpose, but consistent with the practice followed in prior years, the Subcommittee decided not to make any grants under that plan to any executive officer or any other employee eligible to participate in the performance plan.

      When considering the fiscal 2000 grant of options to executive officers under the stock option plan, the Subcommittee primarily was concerned with achieving an appropriate balance between stock-based awards and the other components of their compensation for the fiscal year. Toward that end, the Subcommittee relied on the Cook survey data concerning the practices in this area followed by other companies (including companies in the peer group shown in the performance comparison on page 18, as well as other potential competitors for executives) and Cook’s recommendations for achieving comparable allocation results in fiscal 1999. In addition, the Subcommittee considered the compensation opportunity that had been afforded executives early in fiscal 2000 through the grant of target awards under the performance plan and the availability of the performance plan for future grants of target awards to executive officers. Based on those factors, the Subcommittee determined to grant incentive stock options on 4,211 common shares and nonqualified stock options on 21,789 common shares to Mr. Kiser, incentive stock options on 6,349 common shares and nonqualified stock options on 19,651 common shares to Mr. Norton, and incentive and/or nonqualified stock options on an aggregate 34,250 common shares to the other executive officers.

      We awarded the performance awards under the performance plan reported as 2000 long-term incentive plan payouts in the Summary Compensation Table after the close of fiscal 2000 for the three-year performance cycle then ended. The Subcommittee had established four performance goals for each of those target awards, and after the end of the cycle the Subcommittee determined that all four had been achieved. Accordingly, since each executive officer had received a target award for the cycle, each received a

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       Each current member of the Compensation Committee and the Compensation Subcommittee served throughout fiscal 2000. No one other than the current members served on either the Compensation Committee or the Compensation Subcommittee at any time during fiscal 2000.

      The law firm of Miller, Canfield, Paddock and Stone, P.L.C., in which Rocque E. Lipford is a principal, provides us with legal services and has done so for many years.

Independent Accountants

      Our financial statements for fiscal 2000 were audited by the firm of PricewaterhouseCoopers LLP. A representative of PricewaterhouseCoopers LLP is expected to attend the annual meeting, will have an opportunity to make a statement at the meeting if he or she desires to do so, and will be available to answer appropriate questions that may be raised by shareholders at the meeting. At the recommendation of the Audit Committee, the board of directors has reappointed PricewaterhouseCoopers LLP as independent accountants for the current year.

Director Nominations and Shareholder Proposals for Next Annual Meeting

      If you would like to recommend a director candidate for consideration by the Committee on the Board, you should send your recommendation to the Secretary, who will forward it to the Committee. If you would like your recommendation to be considered for director nominations at the annual meeting of shareholders to be held in calendar 2001, you should submit it no later than May 2, 2001. Your recommendation should include a description of your candidate’s qualifications for board service, your candidate’s consent to be considered for nomination and to serve if nominated and elected, and addresses and telephone numbers for contacting you and the candidate for more information.

      If you would prefer to nominate a director candidate at the meeting yourself, our bylaws require that you notify us of your intention to do so no later than May 2, 2001. Your notice must include your nominee’s name, age, residence and business address, and principal occupation, the number of common shares beneficially owned by the nominee, and all other information about the nominee that would be required by SEC rules in a proxy statement soliciting proxies for election of the nominee.

      If you would like to submit a proposal for inclusion in our proxy materials for the calendar 2001 annual meeting, you must submit it to us no later than February 26, 2001. Even if a proposal is submitted by that date, we will have the right to omit it if it does not satisfy the requirements for inclusion under SEC Rule 14a-8.

      Any shareholder proposal for the calendar 2001 annual meeting that is submitted outside the processes of Rule 14a-8 will be considered untimely for purposes of SEC Rule 14a-4(c)(1) if it is not submitted to us on or before May 16, 2001. Proxies for that meeting may confer discretionary authority to vote on any untimely proposal without express direction from the shareholders giving the proxies.

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      Any shareholder proposal or nomination should be sent to our principal offices in Monroe, Michigan, addressed to the attention of the Secretary.

Costs of Proxy Solicitation

      We will pay the expense of soliciting proxies pursuant to this proxy statement. That expense is expected to be limited to the cost of preparing and mailing this proxy statement and accompanying documents.

      Please execute and return the accompanying proxy so that your shares may be voted at the meeting.

Monroe, Michigan

      We will send you a copy of our Form 10-K Annual Report for the fiscal year ended April 29, 2000 without charge if you send a written request to: Office of the Secretary, La-Z-Boy Incorporated, 1284 Telegraph Road, Monroe, Michigan 48162. You also can obtain copies of our Form 10-K and the other reports we file with the SEC through the SEC’s Web site at www.sec.gov.

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ANNUAL MEETING OF SHAREHOLDERS of

LA-Z-BOY INCORPORATED

July 31, 2000

PROXY VOTING INSTRUCTIONS

TO VOTE BY MAIL
Please date, sign and mail your proxy card in the envelope provided as soon as possible.

TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
Please call toll-free 1-800-PROXIES and follow the instructions. Have your control number and the proxy card available when you call.

TO VOTE BY INTERNET
Please access the web page at "www.voteproxy.com" and follow the on-screen instructions. Have your control number available when you access the web page.

YOUR CONTROL NUMBER IS                         [                                  ]

\/ Please Detach and Mail in the Envelope Provided \/

             Please mark your
A | X |   votes as in this
             example.

NOTE: When shares are held by joint tenants both should sign. When signing as attorney, as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.

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      The undersigned hereby appoints Gerald L. Kiser and Patrick H. Norton, and both of them Proxies with power of substitution to attend the Annual Meeting of Shareholders of La-Z-Boy Incorporated to be held at the La-Z-Boy Incorporated Auditorium, 1314 North Telegraph Road, Monroe, Michigan, July 31, 2000 at 11:00 o'clock A.M., Eastern Daylight Time, and any adjournment thereof, and thereat to vote all shares now or hereafter standing in the name of the undersigned.

(Continued and TO BE SIGNED on other side)