APRIL 1996 AMENDMENT TO
                  LA-Z-BOY CHAIR COMPANY
              MATCHED RETIREMENT SAVINGS PLAN


     On this 24th day of April, 1996, but effective January

1, 1996, LA-Z-BOY CHAIR COMPANY, a Michigan corporation

(herein called the Company) hereby agrees and provides as

follows:


     WHEREAS, the Company believes it advisable and in the
best interests of participants and beneficiaries to make
certain changes to the Plan;

     WHEREAS, pursuant to Section 11.1 of the Plan, the
Company reserved the right to amend the Plan subject to the
conditions provided therein.

     NOW, THEREFORE, the Plan is hereby amended, effective
January 1, 1996:

     1.     A new Section 2.14A is added to read as follows:

          "2.14A   `Limitation Year', for purposes of
     Code Section 415, shall mean, for periods beginning
     before 1996, the twelve month period beginning on
     January 1 and ending on December 31, i.e., a
     calendar year.  For periods beginning on or after
     January 1, 1996, the Plan's Limitation Year shall
     be the twelve month period ending on April 30.  The
     Limitation Year may be changed by Plan amendment,
     but the new Limitation Year must begin on a date
     within the Limitation Year in which the change is
     implemented and the limitations of Code Section 415
     must be met during both the short old Limitation
     Year and the new Limitation Year (see Section
      5.5)."

     2.     The second sentence of Section 2.21 is deleted.

     3.     The third sentence of Section 2.21 is amended to
            read as follows:

     "The Plan Year may be changed by Plan amendment,
      but the new Plan Year must begin on a date within
      the Plan Year in which the change is implemented."

     4.     The second sentence of Section 5.5(d)(ii)(B) is
            amended to read as follows:




     "If a short Limitation Year is created for any
     reason, the dollar amount in this subparagraph
     shall be prorated by multiplying it by a fraction,
     the numerator of which is the number of months in
     the short Limitation Year and the denominator of
     which is twelve."

     5.     The terms and provisions of the Plan shall in all
            other regards remain in full force and effect.


     IN WITNESS WHEREOF, the Company has caused this document
to be executed by its duly authorized officer.


                   LA-Z-BOY CHAIR COMPANY



                   By


                   \s\Gene M. Hardy
                   Chairman, Central Board of Administration