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INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Filed by the Registrant 

Filed by a Party other than the Registrant 

Check the appropriate box:

Preliminary proxy statement		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-12

LA-Z-BOY INCORPORATED

Payment of filing fee (Check the appropriate box):

	No fee required.

  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

LA-Z-BOY INCORPORATED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

      We invite you to attend our 2001 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 2004 and approving a further amendment and restatement of our 1993 Performance-Based Stock Plan.

      We are mailing this notice and the accompanying proxy statement and proxy card to our shareholders on or about June 29, 2001. We also are enclosing a copy of our 2001 Annual Report, which contains financial statements for the fiscal year ended April 28, 2001.

      Only shareholders of record at the close of business on June 22, 2001 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. You may also vote by telephone or on the Internet (see the instructions attached to the proxy card). Even though you vote by one of these methods prior to the meeting, you may still vote your shares in person by revoking the proxy at the meeting.

2001 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 2004.

      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.

      The board’s director nominees are two of the three current directors whose terms are scheduled to expire at the meeting and Jack L. Thompson. 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.

Director Nominees For Terms To Expire In 2004

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Directors With Terms Expiring In 2003

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Directors With Terms Expiring In 2002

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       Mr. F.H. Jackson, who worked for us for over 31 years until retiring in April 2001 as Executive Vice President Finance and Chief Financial Officer, has served on our board since 1971. Mr. Jackson announced his retirement from the board effective June 1, 2001. As he leaves us, all directors and management would like to take this opportunity to thank Fritz for his unwavering dedication since joining us. During his tenure, La-Z-Boy grew from a mid-sized furniture manufacturer to the leading company in our industry today. We wish him the very best in his retirement years.

[JACKSON PHOTO]

       Mr. Gene Hardy has served on our board since 1982, and has worked for us for over 30 years until retiring in April 2000 as Treasurer and Secretary. Mr. Hardy is the other current director whose term of office expires at the annual meeting. As he leaves the board, all directors and management thank him once again for his many years of truly dedicated service to La-Z-Boy and for the invaluable advice and counsel he consistently has provided during his tenure on the board.

[HARDY PHOTO]

       During fiscal 2001, our board of directors held seven meetings. Each director attended at least 75% of the total number of all board meetings and all meetings of board committees on which he or she 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.

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Audit Committee (5 meetings in fiscal 2001)

Compensation Committee (2 meetings in fiscal 2001)

Compensation Subcommittee (2 meetings in fiscal 2001)

Committee on the Board (3 meetings in fiscal 2001)

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       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

Arrangements with Gene Hardy and Fritz Jackson

      In connection with Mr. Hardy’s retirement as our employee, we entered into a consulting arrangement with him for the period from May 1 to July 31, 2000. Under these arrangements, he received $89,600 during fiscal year 2001. Mr. Hardy also receives retirement benefits on the same terms and conditions as other executive retirees.

      In connection with his retirement as our employee, Mr. Jackson entered into a consulting agreement with us for the period from April 30 to May 31, 2001, for which he was paid a total of $37,140. Mr. Jackson also receives retirement benefits on the same terms and conditions as other executive retirees.

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       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 2001 all Section 16(a) filing requirements were complied with in a timely fashion.

       Under 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 Current and Fiscal 2001

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EXECUTIVE COMPENSATION

Summary Information

      The table below provides summary information for the past three fiscal years concerning the compensation of each of our fiscal 2001 executive officers (“named executives”). David M. Risley was named an executive officer at the beginning of fiscal year 2002 and therefore is not included in the table.

Summary Compensation Table

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Option Grants

      The table below reports on stock options granted to named executives during fiscal 2001 and the potential realizable value of those grants, assuming stock price appreciation rates of 5% and 10% annually over the 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 (In the table below, the expiration dates for Mr. Jackson’s options have been modified accordingly.) 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.

Option Grants in Last Fiscal Year

Options Exercised and Held

      The table below provides information about stock options that executive officers exercised in fiscal 2001 and the value of the remaining options they held at the end of the fiscal year.

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Aggregated Option Exercises in Last Fiscal Year

Long-Term Incentive Compensation Target Awards

      Under our current 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 of the cycle if all performance goals are achieved, is a grant of shares equal to four times the base number of shares established for that target award. The minimum potential performance award, for achievement of only one performance goal during the cycle, is a 30-day option to purchase the base number of shares at 50% of their fair market value at date of grant of the target award.

      Early in fiscal 2001, the Compensation Subcommittee granted target awards to performance plan participants, including all named executives, for the performance cycle ending April 26, 2003, 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 named executives in the table below.

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Long-Term Incentive Plan

      Under the terms of the current 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 under the current plan also will be deemed automatically to have earned and been granted a performance award equal to an outright grant of the number of shares reported under “For All Goals” if a person or group becomes an acquiring person or certain changes in the composition of the board occur while the target award is outstanding. The same effect also will result if, while there is an acquiring person, other significant transactions specified in the plan should occur, unless the transaction has been approved by a majority of directors who were board members before the acquiring person became an acquiring person.

      Although we are proposing that our performance plan be further amended and restated (see page 25), none of the target awards disclosed here will be affected whether or not the proposal is approved.

Change in Control Agreements

      We have change in control agreements currently in effect with Messrs. Kiser and Norton. (We also had such agreements with Messrs. Hardy and Jackson while they were

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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, 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. 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 leased locations 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. We lease the other leased location under a triple net lease with an initial term that expires on February 1, 2005 and options to renew for up to 15 more years. Base rent is $242,800 per year for the initial term, with higher rent if the options are exercised. Palm Beach operates the La-Z-Boy Furniture Gallery there under an agreement that is the economic equivalent of a pass-through sublease. (For the privilege of operating the gallery as an independent business, Palm Beach has agreed to be responsible for all of our obligations under our lease.) We lease the location we own to Palm Beach under a triple net lease with rental payments of $221,000 per year. During fiscal 2001, Palm Beach paid to us or on our behalf a total of $564,000 under these lease and sub-lease obligations.

      Before Palm Beach took over operations at the first of the leased locations, we spent approximately $290,000 for leasehold improvements there. 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. At the other leased location, we spent approximately $621,000 for leasehold improvements to the premises, $400,000 of which Palm Beach has agreed to repay to us with simple interest at the rate of 7% per annum from May 1, 2000, payable in eight annual installments of principal and interest beginning May 1, 2001. During fiscal 2001, Palm Beach paid us a total of $49,000 on these obligations. At the end of the fiscal year, it continued to owe us $662,000 on these notes.

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      We gave Palm Beach an option to buy our owned property for its fair market value, as determined by averaging two independent appraisals, which it exercised. We have not closed the sale of this property yet but expect to do so by the end of this year’s second quarter. The average of the appraisals on the property is $1,775,000, against which Palm Beach is entitled to receive a credit equal to the total rent paid to us under its lease for the twelve months preceding the closing of the sale. We will finance Palm Beach’s purchase price over ten years, with principal and simple interest at the rate of 8% per annum, amortized over 20 years and with a balloon payment due at the end of the ten-year term. Palm Beach’s payment obligations will be secured by a first mortgage on the property, and we will have a right of first refusal if Palm Beach seeks to sell it while the mortgage is outstanding.

      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 95 other La-Z-Boy 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 44 other Kincaid sales representatives.

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PERFORMANCE COMPARISON

       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 27, 1996 in our common shares, in the S&P 500 Composite Index, in the NYSE 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, 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. We have included the S&P 500 Composite Index, which we feel is a more representative and available broad stock market index. We intend to use the S&P 500 Composite Index for future comparisons rather than the NYSE Index.

Assumes $100 Invested on April 27, 1996

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INDEPENDENT ACCOUNTANTS

       Our financial statements for fiscal 2001 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.

       For fiscal 2001 PricewaterhouseCoopers LLP billed us for professional services as follows:

       We are the members of the Audit Committee of La-Z-Boy’s board of directors. We also served in the capacity throughout fiscal 2001. We operate under the charter attached as Exhibit A, our chairman is a certified public accountant and all of us are financially literate and meet the standards for independence specified in Sections 303.01(B)(2) and (3) of the New York Stock Exchange’s Listing Standards.

      The primary purpose of our Committee is to assist the board in fulfilling its responsibility to oversee management’s conduct of La-Z-Boy’s financial reporting process, including by overviewing the financial reports and other financial information provided by La-Z-Boy to any governmental or regulatory body, the public, or other user’s of that information, La-Z-Boy’s system of internal accounting and financial controls, its financial reporting process, and compliance with laws and regulations and ethical business standards. Management is responsible for La-Z-Boy’s internal controls, financial reporting process and compliance with laws and regulations and ethical business standards. La-Z-Boy’s independent accountants are responsible for performing an independent audit of the consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and for issuing their report. Our committee monitors and oversees these processes.

      In this context, during fiscal 2001, we met and held discussions with management and PricewaterhouseCoopers LLP. Management represented to us that the consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and we reviewed and discussed the consolidated

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      Based upon our discussions with management and PricewaterhouseCoopers LLP and our review of the representation of management and the report of PricewaterhouseCoopers LLP to us, we recommended that the board of directors include the audited consolidated financial statements in the Annual Report on Form 10-K for the year ended April 28, 2001 to be filed with the Securities and Exchange Commission.

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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 2001. 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. For fiscal 2001 Frederic W. Cook & Co undertook a comprehensive study for us.

      The scope of Cook’s review included base salary, annual bonus, long-term incentives, and special benefits for La-Z-Boy’s top three officers. All competitive comparisons were

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      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 2001. The Compensation Committee made all other decisions about fiscal 2001 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 2001 executive compensation is provided below. Except where otherwise noted elsewhere in this report, we determined the 2001 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 executives.

Salary

      We set the fiscal 2001 salaries of all executive officers toward the beginning of the fiscal year after reviewing Cook’s study. Based on our analysis of the Cook report and other information, we raised the salaries of each of Messrs. Kiser, Norton and Jackson by 4.5%. We did not make any further adjustments to named executives’ salaries during the year. Mr. Risley’s salary was determined by negotiations between him and Mr. Kiser and was approved by the full board of directors.

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 2001, the maximum award opportunities established were 100% of salary for Messrs. Kiser, Norton, and Jackson. The performance criteria for fiscal 2001 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. The named executives receive no award unless both the sales revenue (adjusted for acquisitions and equivalent accounting periods) and pretax income exceed the respective prior year amounts.

      For fiscal 2001, La-Z-Boy’s consolidated sales revenue and pretax income decreased from fiscal 2000, So, we did not award any cash incentive bonus to any named executive. However, as discussed after the Summary Compensation Table, Mr. Kiser did receive a

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Long-Term Incentives

      We believe that stock-based awards are an important component of executive compensation because they particularly link executive compensation to the maximization of shareholder value. For fiscal 2001, we used 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, we 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 2001 grant of options under the stock option plan to the named executives, we primarily were concerned with achieving an appropriate balance between stock-based awards and the other components of their compensation for the fiscal year. Toward that end, we 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 19, as well as other potential competitors for executives) and Cook’s recommendations for achieving comparable allocation results in fiscal 2001. In addition, we considered the compensation opportunity that had been afforded executives early in fiscal 2001 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, we determined to grant incentive stock options on 6,451 common shares and nonqualified stock options on 33,549 common shares to each of Messrs. Kiser, Norton, and Jackson.

      We awarded the performance awards under the performance plan reported as 2001 long-term incentive plan payouts in the Summary Compensation Table after the close of fiscal 2001 for the three-year performance cycle then ended. We had established four performance goals for each of those target awards, and after the end of the cycle we determined that only two performance goals had been achieved. Accordingly, since each executive officer had received a target award for the cycle, each received a 30-day option grant on 200% of the base number of common shares reflected in his target award at a price equal to 25% of the fair market value of the optioned shares on the grant date of the target awards.

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       Except for Helen Petrauskas, who began serving on both the Compensation Committee and the Compensation Subcommittee on January 1, 2001, each current member of the Compensation Committee and the Compensation Subcommittee served throughout fiscal 2001. No one other than the current members served on either the Compensation Committee or the Compensation Subcommittee at any time during fiscal 2001.

      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.

Background

      At our 1996 annual meeting of shareholders, the shareholders approved an amendment and restatement of our 1993 Performance-Based Stock Plan. The version of the performance plan in effect today (the “current plan”) is that amended and restated version, modified to take into account the 3-for-1 stock split that occurred in 1998. The 1996 amendments were made in light of Section 162(m) of the Internal Revenue Code and related regulations. Section 162(m) imposes a $1 million-per-executive cap on the amount we may deduct for Federal income tax purposes as compensation expense paid to executive officers, but excludes from that cap performance-based compensation that satisfies the Section 162(m) regulations.

      The range of items the Compensation Subcommittee may use to set performance goals under the current plan are specified in the plan and therefore were approved by shareholders when they approved it in 1996. However, for purposes of the Section 162(m) regulations, that approval is effective for no longer than five years, so the items for setting performance goals need to be approved again this year in order to satisfy those regulations. In addition, in light of its experience administering the current plan since 1996, the Compensation Subcommittee has recommended other amendments to the current plan to the board of directors, some of which also require shareholder approval under the regulations or for other reasons. In accordance with the Compensation Subcommittee’s recommendation, the board has adopted a further amended and restated version of the performance plan (the “proposed plan”), subject to shareholder approval at the upcoming meeting.

      The general operation of the current plan is described above under “Long-Term Incentive Compensation Target Awards” (page 15) and in connection with the discussion of payouts under the plan following the Summary Compensation Table (page 12). We are providing the full text of the proposed plan in Exhibit B. The discussion that follows lists the range of items for setting performance goals (which are the same under both versions of the plan) and summarizes significant differences between the current plan and the proposed plan. In addition, the discussion provides information about target awards the Compensation Subcommittee has granted under the proposed plan, subject to its approval at the meeting, and about other matters relevant to the proposal to approve the proposed

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Differences between Current and Proposed Plans

      Use of Performance Goals and General Plan Operation. The current plan requires the Compensation Subcommittee to set at least four objectively determinable performance goals for each target award it grants for a given three-year performance cycle. (Since the performance plan originally was approved, the subcommittee has set four goals, which have been the same for all target awards, for any given cycle.) The current plan permits the subcommittee to specify various kinds of adjustments that can be made in the initially set performance goals, but all the adjustments also must be objectively determinable and any kinds specified must be specified in connection with the grant of a target award. The current plan also requires the subcommittee to establish a base number of shares for each target award grantee at the time target awards are granted. The performance award a target award grantee may receive under the current plan depends on how many performance goals actually are achieved during the cycle. The potential performance award ranges from a 30-day option on the base number of common shares specified for the grantee’s target award, at a per share price equal to 50% of the fair market value of a common share at the date of grant of the target award, if only one performance goal is achieved, to an outright grant of four times the base number of common shares, if all performance goals are achieved.

      The proposed plan requires the subcommittee to establish a single objectively determinable and uniform performance goal for all target awards it grants for a given performance cycle and to establish for each grantee at the time of grant the maximum number of shares the grantee may be granted as a performance award if the performance goal is achieved during the cycle. The proposed plan also authorizes the subcommittee to establish any number of subordinate goals, the non-achievement of which may reduce (but never increase) the performance award a grantee may receive after the end of the cycle. Subordinate goals may be objectively determinable but also may require subjective determinations by the subcommittee. As is true under the current plan, any adjustments to a performance goal must be objectively determinable and must be specified by the subcommittee when it sets the goal, but that is not the case for subordinate goals. The subcommittee will have discretion to consider adjustments to those goals throughout the performance cycle. Also, although the proposed plan authorizes the subcommittee to set subordinate goals, doing so is not required. If the subcommittee should elect not to set any subordinate goals for a cycle and also elects not to set any preconditions for receipt of performance awards for the cycle (as it has discretion to do under both versions of the plan), each target award grantee for the cycle would receive an outright grant of the maximum number of common shares specified for the grantee’s target award if the performance goal is achieved. In any case, in no event would any target award grantee receive any performance award for the cycle if the pre-established performance goal is not achieved.

      Mid-cycle Target Awards. The current plan requires that all target award grants for any given performance cycle be made no later than the first quarter of the first fiscal year in the cycle. The proposed plan authorizes the Compensation Subcommittee also to grant a target award later in the cycle to an employee hired after the normal time for granting these awards or to a employee who wasn’t granted one but who subsequently was

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      Limits on Total Available Shares. As originally adopted and approved, the performance plan authorized that, subject to adjustment for recapitalization events, for non-counting of any shares retained by us at the direction of the recipient of a performance award in satisfaction of tax withholding obligations associated with the award or in payment of the exercise price of an awarded option, and for increase by the number of any already-owned shares that may be transferred to us for either of these purposes or that were subject to options that expire unexercised, an aggregate 400,000 common shares could be issued as grants or in settlement of options granted under the plan. By the time of the 3-for-1 stock split in 1998, 274,016 shares remained available for those purposes, including 204,611 shares reserved for potential issuance pursuant to then outstanding target awards. After adjusting for the stock split and subsequent issuances, 631,901 shares remain available under the current plan, of which 317,820 shares (the maximum number that could be awarded) have been reserved for issuance as grants or pursuant to the exercise of options granted as performance awards for the cycles ending in 2002 and 2003. This leaves only 314,081 other shares that could be covered by the target awards granted earlier this year or that may be granted in the future. The proposed plan would increase the aggregate number of authorized shares by 1,500,000, by changing the aggregate number to 2,448,032, including the shares already reserved for potential 2002 and 2003 performance awards. That number will continue to be subject to adjustment for future recapitalization events and as otherwise described above.

      Limits on Target Awards to Individual Grantees. The current plan specifies that, subject to adjustment for recapitalization events, the base number of shares that may be set for any individual target award for a given performance cycle cannot exceed 22,500. The proposed plan makes no change in that limit with respect to awards for cycles ending before 2004, but adds a limit of 90,000 for the maximum number of shares that may be used for a target award granted to an individual target award grantee for any later cycle. That number also is subject to adjustment for recapitalization events.

      Performance Awards in the Event of Death. Under Section 7.1 of the current plan, if the grantee of a target award dies while still an employee or retires with the consent of our board and then dies, and if his or her performance cycle has not ended by then, the grantee’s executor or personal representative may elect to receive an performance award before the cycle ends. If that election is made, the holder of the target award would receive, either the performance award that would have been earned for achievement of only two performance goals, or an outright grant of twice the base number of shares set for the target award, depending upon whether the grantee’s employment terminated in the first or second half of the performance cycle. The proposed plan continues these provisions with respect to target awards for performance cycles ending before 2004. In addition, for the same circumstances with respect to target awards for later cycles, the proposed plan provides for a performance award of, either an option on half the maximum number of shares specified in the grantee’s target award at a per share exercise price of 25% of a share’s fair market value at the date of grant of the target award, or an outright grant of the same number of shares.

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      Performance Awards in Event of Change in Control. Under Section 7.2 of the current plan if any of several specified “change in control” events occur each grantee of any then outstanding target award becomes entitled to the same performance award he or she would receive if all performance goals for the cycle had been achieved. The proposed plan continues these provisions with respect to cycles ending before 2004. In addition, with respect to later cycles, the proposed plan provides that each grantee of a target award would receive an outright grant of the maximum number of shares set for his or her target award and that any subordinate goals or preconditions set with respect to that award shall be disregarded.

Performance Goal Items

      The proposed plan allows a performance goal for any target award grant that relates to any of the following areas of our future performance over the relevant performance cycle: earnings per share; sales or other revenue growth; operating income; operating cash flow improvement; net income, before or after taxes; operating profit margin; return on total capital, equity, revenues, or assets; or EVA (net operating profit after tax less a charge for use of capital). These items are the same as those allowed under the current plan.

Target Award Grants Subject to Shareholder Approval

      In anticipation that the proposed plan may be approved at the upcoming meeting, during the first quarter of this fiscal year the Compensation Subcommittee granted target awards under it for the performance cycle that will end at the end of fiscal 2004 and mid-cycle target awards to a few employees for performance cycles to end at the end of fiscal 2002 or 2003. All of these grants are subject to approval of the plan at the meeting. We provide more information about these target award grants below. Due to the nature of the proposed plan, we cannot predict in advance the benefits that any employee ultimately may receive if the proposed plan is approved.

      Regular Target Award Grants. As contemplated by the proposed plan, for all target awards for the 2004 performance cycle, the Compensation Subcommittee established one performance goal. That goal relates to earnings per share. As permitted by the proposed plan, the subcommittee also established four uniform subordinate goals with respect to each target award. Those goals relate to sales growth, earnings before income taxes, operating margin, and total return on capital. The table that follows reports on the target awards that named executives and others were granted.

Target Awards for 2004 Performance Cycle

      The numbers reported in the table above are the numbers of shares that target award grantees would receive as outright grants if the performance goal and all four of the

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      Mid-cycle Target Award Grants. As also contemplated by the proposed plan, the mid-cycle target awards granted by the Compensation Subcommittee for the cycles ending in 2002 and 2003 continue to use the four performance goal standards that were used for the earlier target award grants for those cycles. In each case, the areas of performance to which these goals relate are overall sales growth, earnings before income taxes, operating margin and total return on capital. The tables that follow report on mid-cycle target awards that named executives and others were granted.

Mid-Cycle Target Awards for 2002 Performance Cycle

Mid-Cycle Target Awards for 2003 Performance Cycle

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Other Matters

      Shareholder approval of the proposed plan is not required by the terms of the current plan or by Michigan corporate law. However, shareholder approval of some provisions of the proposed plan are required by the Section 162(m) regulations and shareholder approval of some provisions also may be required by rules of the NYSE. Our board of directors has determined that it is preferable to submit the entire proposed plan for approval, rather than merely those provisions for which shareholder approval is necessary, and also has determined to require approval in accordance with the NYSE rules, which impose a more rigorous approval standard than otherwise would apply. Under this standard, the proposal to approve the proposed plan will be carried if a majority of all common shares entitled to vote actually are voted “For” or “Against” the proposal and if a majority of the shares actually voted on the proposal are in favor of the proposal. For these purposes, if an abstention or broker non-vote is registered concerning the proposal with respect to any shares entitled to be voted, those shares will be considered not voted.

      If the proposed plan is approved, that approval also will operate to approve the items for setting performance goals and to approve and make effective the target awards that have been granted subject to approval of the proposed plan. Based on the current Section 162(m) regulations, our board believes that, upon such approval, any performance awards paid out on the target awards granted for the cycle ending in 2004 will satisfy the requirements for exclusion from Section 162(m)’s deduction limit. The mid-cycle awards that have been granted may not satisfy the requirements for that exclusion, but the board and the Compensation Subcommittee do not expect any of those awards to present deduction problems, and the subcommittee does not expect to grant any future mid-cycle awards when deduction is a concern.

      As indicated in the last section of the proposed plan, to the extent it proves to be necessary to seek additional shareholder approval in order for any post-cycle payouts on future target awards to qualify for exclusion from the Section 162(m) deduction limit, the target awards will not be granted (or, if granted on a contingent basis, will not become effective) unless the requisite shareholder approval has been obtained. (Based on the current Section 162(m) regulations, additional shareholder approval of target awards would not be needed before the first meeting of shareholders in calendar year 2006.) However, as is the case under the current plan, if provisions of Section 7.1 or Section 7.2 of the plan should result in payout of a performance award, irrespective of the actual achievement of performance goals for a cycle, the payout would not be excluded from the Section 162(m) deduction limit under the current regulations. Thus, it is possible that not all performance award payouts will be fully deductible.

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      If the proposed plan is not approved, the target awards that have been granted subject to that approval will not become effective, and no future target awards will be granted unless any shareholder approval for such grants required by the Section 162(m) regulations subsequently is obtained.

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO APPROVE THE FURTHER AMENDED AND RESTATED PERFORMANCE PLAN.

MISCELLANEOUS

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 2002, you should submit it no later than May 1, 2002. 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 1, 2002. 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 2002 annual meeting, you must submit it to us no later than March 1, 2002. 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 2002 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 15, 2002. Proxies for that meeting may confer discretionary authority to vote on any untimely proposal without express direction from the shareholders giving the proxies.

      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.

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      This year you may vote by mail, by telephone or online. Your vote is important. Even if you plan to attend the meeting, please vote by proxy card, telephone or computer as soon as possible.

Monroe, Michigan

      We will send you a copy of our Form 10-K Annual Report for the fiscal year ended April 28, 2001 without charge if you send a written request to: Office of the Secretary, La-Z-Boy Incorporated, 1284 North 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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Exhibit A

La-Z-Boy Incorporated

Purpose

      The primary purpose of the Audit Committee (the “Committee”) is to assist the Board of Directors (the “Board”) in fulfilling its responsibility to oversee management’s conduct of the Company’s financial reporting process, including by overviewing the financial reports and other financial information provided by the Company to any governmental or regulatory body, the public or other users thereof, the Company’s system of internal accounting and financial controls and the annual independent audit of the Company’s financial statements.

      In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the power to retain outside counsel, auditors or other experts for this purpose. The Board and the Committee are in place to represent the Company’s shareholders; accordingly, the outside auditor is ultimately accountable to the Board and the Committee.

      The Committee shall review the adequacy of this Charter on an annual basis.

Membership

      The Committee shall be comprised of not less than three members of the Board, and the Committee’s composition will meet the requirements of the Audit Committee Policy of the New York Stock Exchange.

      Accordingly, all of the members will be directors:

Key responsibilities

      The Committee’s job is one of oversight and it recognizes that the Company’s management is responsible for preparing the Company’s financial statements and that the outside auditors are responsible for auditing those financial statements. Additionally, the Committee recognizes that financial management, as well as the outside auditors, have more time, knowledge and more detailed information on the Company than do Committee members; consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the outside auditor’s work.

      The following functions shall be the common recurring activities of the Committee in carrying out its oversight function. These functions are set forth as a guide with the

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Exhibit B

La-Z-Boy Incorporated

       1.1  Purpose. The purpose of the Plan is to provide the Company and its subsidiaries with additional means of (a) attracting and retaining competent new personnel and other key employees, (b) insuring the retention of the services of existing executive personnel and key employees, and (c) providing incentive to all such personnel to devote their utmost effort and skills to the long-term advancement and betterment of the Company and its shareholders.

       2.1  Certain Definitions. When used in the Plan, the following terms have the following respective meanings:

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       3.1  Aggregate Number of Shares Available and Reserved for the Plan. Subject to the provisions of Section 8.3 hereof, the aggregate maximum number of Shares which may be issued as Performance Awards or in settlement of Options granted as Performance Awards is 2,448,032, which includes 316,131 shares that have been issued with respect to Performance Cycles ended before fiscal 2002 and 317,820 shares reserved for future

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      3.2  Limits on Awards to Individual Grantees. The Maximum Grant Number for any Target Award granted to any Employee for a Performance Cycle ending after 2004 may not exceed 90,000 shares (subject to adjustment pursuant to Section 8.3 hereof), and the Base Number for any Target Award granted to any Employee pursuant to section 6.1(b) of the Plan for a Performance Cycle ending before 2004 may not exceed 22,500 shares. No more than one Target Award may be granted to any employee for any given Performance Cycle.

       4.1  Eligibility. No one other than an Employee shall be eligible to receive any Target Award under the Plan, and the only Employees eligible to receive Target Awards at a given time shall be those who at such time are officers of the Company or a subsidiary or are otherwise determined by the Committee to be key Employees. Eligibility to be granted a Target Award confers no right upon any Employee to be selected for or to receive any such grant.

      4.2  No Effect on Employment Rights. Nothing in the Plan or in any instrument or document describing the Plan or evidencing or describing any Target Award or Performance Award shall in any way be construed to limit in any respect the right of the Company or a subsidiary to terminate any Employee’s employment at any time, without regard to the effect of such termination on any rights or expectations of benefit such Employee would or might otherwise have under the Plan or any Target Award or Performance Award made to such Employee, or to give any right to any Employee to remain employed by the Company or a subsidiary in any particular position or at any rate of compensation.

       5.1  Authority of the Committee. The Plan shall be administered by the Committee, which, subject to the limitations expressly set forth in the Plan, shall have the exclusive authority to (a) determine those Employees who are eligible to be granted Target Awards, (b) select from among such eligible Employees those to whom such awards will be granted, (c) establish the terms and conditions of each Target Award granted, including any Subordinate Goals or preconditions related to that Target Award that the Committee determines to be appropriate, (d) establish and adjust the Performance Goal and any Subordinate Goals or preconditions related to any Target Award, and (f) determine the extent to which a Performance Goal or any Subordinate Goal has been achieved and any preconditions to a Performance Award have been satisfied. Prior to making the decisions described above, in addition to consulting with such other persons and considering such

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       6.1  Timing of Grant and Basic Terms of Target Awards.

      (a)  Normal Awards. Target Awards for Performance Cycles ending before 2004 are governed by the Prior Plan Version, except as otherwise expressly provided in the Plan. As to Target Awards for Performance Cycles to end in or after 2004, as soon as practicable after the beginning of each Performance Cycle (and in any case during the first quarter of the first Fiscal Year within the Performance Cycle), the Committee shall:

      (b)  Mid-Cycle Awards. At any time after the first quarter of the first Fiscal Year within a Performance Cycle, the Committee may grant a Target Award for the Performance Cycle to any employee hired after the beginning of the Performance Cycle, or who did not previously receive a Target Award for the Performance Cycle but subsequently was promoted, and whose new responsibilities the Committee determines to merit such an award. If any such Target Award is granted for a Performance Cycle ending before 2004, the same Performance Goals and any preconditions established by the Committee at the time it originally granted Target Awards for that cycle also shall apply to the new Target Award. If any such Target Award is granted for a Performance Cycle ending in or after 2004, the Committee may establish preconditions and Subordinate Goals relating to the Target Award as it determines to be appropriate, but the Performance Goal

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      (c)  Other Matters Affecting Basic Terms of Target Awards. Except to the extent expressly required in the preceding paragraphs of this section (or in Section 6.1 of Prior Plan Version for Target Awards granted for Performance Cycles ending before 2004), the Maximum Grant Number (or the Base Number, for Target Awards for Performance Periods ending before 2004), the Performance Goal or Goals, any preconditions, any Subordinate Goals, the maximum Performance Award established by the Committee with respect to any Target Award granted at a given time, and the range of potential Performance Awards any holder of a Target Award ultimately may receive need not be the same as those for any other Target Award granted at the same time or at any other time. Such preconditions and Subordinate Goals as the Committee may determine to establish with respect to a Target Award may include preconditions and Subordinate Goals the satisfaction or achievement of which may call for subjective determinations by the Committee. However, except as otherwise expressly provided in Section 7.1 or 7.2, in no event shall the holder of any Target Award for a Performance Period ending in or after 2004 receive any Performance Award in respect of such Target Award unless and until it subsequently has been determined by the Committee that the Performance Goal related to such Target Award actually has been achieved, and except as otherwise expressly provided in Section 7.1 or 7.2 of the Prior Plan Version, in no event shall the holder of any Target Award for a Performance Period ending before 2004 receive any Performance Award in respect of such Target Award unless and until it subsequently has been determined by the Committee that at least one of the Performance Goals related to such Target Award actually has been achieved or receive a Performance Award more favorable to the holder than the Performance Award originally specified for achievement of the number of Performance Goals that actually are achieved.

      6.2  Adjustment of Performance Goals and Subordinate Goals. In connection with the establishment of a Performance Goal for a given Target Award, the Committee shall specify which (if any) types or categories of extraordinary, unusual, or other items or events shall be excluded or otherwise not taken into account when actual Company results relating to the Performance Goal are calculated, and the only adjustments to actual Company results which thereafter shall be permissible for purposes of such calculation shall be objectively determinable adjustments for the items or events so specified. If the Committee elects to establish a Subordinate Goal for a given Target Award that relates to Company financial results, the Committee also may specify types or categories of extraordinary, unusual, or other items or events that are to be excluded or otherwise not taken into account when actual Company results relating to the Subordinate Goal are determined, but even if the Committee does not specify any such matters at the time the Subordinate Goal is set, it will have the discretion to consider such matters and to make such in actual Company results as it determines to be appropriate when it considers whether the Subordinate Goal has been achieved.

      6.3  Form of Instrument. Each Target Award granted under the Plan shall be evidenced by a written instrument in form prescribed by the Committee. With respect to Target Awards for Performance Cycles ending before 2004, such instrument, in addition to such other terms, provisions, and conditions not inconsistent with the Prior Plan Version as the Committee deems appropriate, shall set forth the Base Number and all Performance Goals for such Target Award, the effect of achievement of one or more of the Performance Goals upon the nature of the Performance Award which may be earned, and any preconditions to receipt of a Performance Award which the Committee has

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      6.4  Determination, Grant, and Notice of Performance Awards Earned. As soon as practicable after the end of each Performance Cycle, the Committee shall determine the extent to which the Performance Goal or Goals and Subordinate Goals in effect for each outstanding Target Award granted for that cycle have been achieved and whether any and all preconditions to receipt of a Performance Award for that cycle have been satisfied. After such determinations and in light of the pertinent provisions of each such Target Award, the Committee then shall declare the particular Performance Award, if any, which the holder of the Target Award has earned. As promptly as practicable thereafter, each holder of such a Target Award shall be notified in writing whether a Performance Award has been earned with respect to such Target Award and, if so, the specific terms and conditions of that Performance Award. Whenever the Committee declares that a Performance Award has been earned, the date of grant of such award shall be deemed to be the date of such Committee declaration.

      6.5  Certain Provisions Concerning Option Exercises. Any Option granted as a Performance Award hereunder or under the Prior Plan Version may be exercised in whole or in part at any time or from time to time, but only up to and including the 30th day following the date of written notice of the Option contemplated by Section 6.4, upon the close of which day it shall expire to the full extent theretofore unexercised. During the lifetime of any Employee-grantee of an Option, the Option may be exercised only by such grantee. The exercise of any Option shall be made only by a written notice delivered to and acknowledged by the Secretary or an Assistant Secretary of the Company, specifying the number of optioned Shares to be purchased, accompanied by payment in full therefor, and otherwise in accordance with such terms and conditions relating to the Option as may have been set forth in the notice of the Option contemplated by Section 6.4. Unless further limited in said notice at the direction of the Committee, the exercise price may be paid by the Option holder in cash, by check, or by transferring to the Company Shares then owned by the holder or directing the Company in writing to retain some of the Shares otherwise issuable upon exercise of the Option (in either case, with such transferred or retained Shares valued at their aggregate Fair Market Value as of the Option exercise date), or by a combination of the foregoing.

      6.6  Withholding. The recipient of a Performance Award may be required to pay the Company, and the Company shall have the right to deduct from any amounts otherwise payable by the Company to said recipient, the full amount of any and all taxes required by law to be paid or withheld in respect of such Performance Award or, if the Performance Award is an Option, in respect of its exercise. Subject to any limitations imposed by the Committee, a Performance Award recipient may elect to satisfy his or her withholding obligations in whole or in part by transferring Shares to the Company or directing it in writing to retain some of the Shares otherwise issuable to the recipient in settlement of the Performance Award or its exercise. Any Shares so transferred shall be valued at their aggregate Fair Market Value on the transfer date, and any Shares so retained shall be valued at their aggregate Fair Market Value on the settlement date.

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       7.1  Effect of Employment Termination on Outstanding Target Awards. If the grantee of an outstanding Target Award ceases to be an Employee at any time during the Performance Cycle relating to the Target Award (or thereafter but prior to the Committee determination concerning such award contemplated by Section 6.4) for any reason other than death, disability, or retirement with the consent of the Company, the Target Award thereupon automatically shall be canceled. If during the Performance Cycle relating to a Target Award: (a) the grantee of an outstanding Target Award dies while still an Employee or the grantee both (i) ceases to be an Employee due to disability or retirement with the consent of the Company and (ii) subsequently dies; and (b) the personal representative, executor, or other administrator of the estate of such grantee so requests in writing in such form as the Committee shall have prescribed, then upon receipt and acknowledgement by the Secretary or an Assistant Secretary of the Company of such written request, the following Performance Award shall be deemed to have been earned and granted in respect of such Target Award:

      I)  If the applicable Performance Cycle is to end in or after 2004, (y) a Performance Award consisting of an Option covering half the Maximum Grant Number of Shares specified for the Target Award at a per Share exercise price equal to 25% of Fair Market Value on the date of such written request, if the grantee’s employment terminated during the first half of the Performance Cycle or (z) a Performance Award consisting of an outright grant of half the Maximum Grant Number of Shares specified for the Target Award, if the grantee’s employment terminated during the second half of the Performance Cycle. Except as hereinabove expressly provided, termination of the employment of the grantee of an outstanding Target Award due to death, disability, or retirement with the consent of the Company shall have no effect on the terms of such Target Award; and

      II)  If the Performance Cycle is to end before 2004, the Performance Award provided for in Section 7.1 of the Prior Plan Version.

      7.2  Effect of Change in Control Upon Outstanding Target Awards.

      (a)  With respect to any Target Award for a Performance Cycle ending in or after 2004, if after the date on which the Plan is approved by the Company’s shareholders: (a) any “person” or “group” (as such terms are used with respect to Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other than pursuant to a transaction or agreement approved in advance by the Board of Directors, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Securities and Exchange Commission) of voting securities representing 25% or more of the combined voting power of all then outstanding voting securities of the Company, or obtains the right to acquire such beneficial ownership (any such person or group an “Acquiring Person”) or (b) during any period of 24 consecutive calendar months, the individuals who at the beginning of such period constituted the Board of Directors, and any new Directors whose election by the Board or whose nomination for election by Company shareholders was approved by a vote of at least two-thirds of the members of the Board who either were Directors at the beginning of the period or whose election or nomination as Directors was previously so approved, cease for any reason to constitute at least a majority of the Board members, then, each holder of such a Target Award then outstanding thereupon automatically shall be deemed to have earned and been granted the Performance Award which the holder would have earned had the Performance Goal related to such Target Award been achieved, and if, at any time while there is an Acquiring Person, there occurs (x) a merger or consolidation to which the Company is a party, whether or not the Company is the

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      (b)  With respect to any Target Award for a Performance Cycle ending before 2004, the effect of any of the foregoing events on the Target Award shall be as set forth in Section 7.2 of the Prior Plan Version.

      7.3  Effect of Employment Termination upon Options. Termination of employment of the Employee-grantee of an outstanding Option shall have no effect upon the terms of such Option.

       8.1  Non-Transferability. No Target Award or Option, and no rights of an Employee relating to any Target Award or Option, may be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner whatsoever, other than by will or the law of descent and distribution.

      8.2  Regulatory Compliance and Listing. Notwithstanding anything in the Plan to the contrary, the issuance or delivery of any Shares as a Performance Award or pursuant to the exercise of an Option may be postponed by the Company for such period as may be required to enable the Company to comply with any applicable securities laws or regulations, any applicable listing requirements of any national securities exchange, or any requirements under any other law or regulation applicable to the issuance or delivery of such Shares, and the Company shall not be obligated to issue or deliver any such Shares if the issuance or delivery thereof shall constitute a violation of any applicable provision of law or regulation of any governmental authority or national securities exchange.

      8.3  Adjustments for Re-capitalization. With respect to Target Awards for Performance Cycles ending in or after 2004 and to any Option granted under the Plan or the Prior Plan Version: whenever a stock split, stock-on-stock dividend, or other relevant change in the capitalization of the Company or a successor thereto (each, a “re-capitalization event”) occurs, the Board of Directors shall make such changes in the kind of securities which thereafter may be directly granted as Performance Awards or made subject to Options, the highest Maximum Grant Number that may be used for any Target Award, the Maximum Grant Number theretofore designated with respect to any then-outstanding Target Award, the type and number of securities subject to any then-outstanding Option and/or the exercise price thereof, and the other terms and conditions of then-outstanding Target Awards or Options as the Board determines to be appropriate in order to carry out the purposes of the Plan in light of such re-capitalization event. With respect to Target Awards for Performance Cycles ending before 2004, whenever a recapitalization event the Board shall make such changes in the kind of securities which thereafter may be directly

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      8.4  Termination, Suspension, or Amendment. The Plan at any time or from time to time may be terminated, suspended, or amended in any manner, in whole or in part, by resolution of the Board of Directors; provided however, that no such action by the Board shall adversely affect the rights of the holder of any then-outstanding Option or Target Award without such holder’s consent.

      8.5  Governing Law. The Plan and the terms of any Target Award or Option shall be governed and construed in accordance with the laws of the State of Michigan applicable to contracts made and to be performed within such State.

      8.6  Shareholder Approval. The Company’s 1993 Performance-Based Stock Plan as originally adopted by the Board was approved by the Company’s shareholders July 26, 1993. The Prior Plan Version was adopted by the Board May 30, 1996 and approved by the Company’s shareholders July 29,1996. This La-Z-Boy Incorporated Amended and Restated 1993 Performance-Based Stock Plan shall be disclosed to and submitted for approval by the Company’s shareholders at the Company’s annual meeting to be held in calendar year 2001. Any Target Awards for the Performance Cycle ending in 2004 that are granted by the Committee prior to such meeting, and any Target Awards for a Performance Cycle ending before 2004 that are granted by the Committee before such meeting and after the time contemplated by Section 6.1 of the Prior Plan Version, shall be subject to such approval and shall be canceled and of no effect unless such approval is obtained. If such approval is obtained, those aspects of the Plan concerning subsequent grants of Target Awards for which additional shareholder approval may become required under Section 162(m) also shall be disclosed to and submitted for shareholder approval as and to the extent so required. In no event may any Target Award be granted for any Performance Cycle ending after April 24, 2004 unless, either any and all of such shareholder approval requirements as Section 162(m) then would impose concerning the Target Award already have been satisfied, or the award is granted subject to such approval.

Adopted June 18, 2001, subject to shareholder approval,

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LA-Z-BOY INCORPORATED

PROXY

     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, 1284 North Telegraph Road, Monroe, Michigan, July 30, 2001 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)

ANNUAL MEETING OF SHAREHOLDERS of

LA-Z-BOY INCORPORATED

July 30, 2001

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 -

(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write that nominee’s name on the line below.)

This proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder. If no direction is made, this proxy will be voted FOR all director nominees listed in Proposal 1 and FOR Proposal 2.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Please mark, sign, date and return the proxy card using the enclosed envelope.