Exhibit (10)(d)

                               LA-Z-BOY INCORPORATED
                       EXECUTIVE INCENTIVE COMPENSATION PLAN
                                   DESCRIPTION


The purpose of the Executive Incentive Compensation Plan is to provide a 
cash award to key management employees for the achievement of specific 
annual goals.

The Compensation Committee of the Board of Directors (the Committee) 
annually establishes short-term performance criteria covering areas such as 
sales growth and improved earnings.  The specific focus and weighting of the 
criteria is based on key short-term priorities of the corporation.  The 
performance criteria are established at the start of the fiscal year or as 
shortly thereafter as possible.

The target and maximum award opportunity for each participant is established 
by the Committee.  The target award for participants ranges from 10% to 55% 
of base pay with a maximum award of 200% of the target (i.e. 20% to 110% of 
base pay).  The award paid is based on actual results compared to the 
established performance targets.  Payment of the award occurs within 90 days 
after the end of the fiscal year.  A participant must be on the payroll at 
the end of the fiscal year (or have retired during the fiscal year) to be 
eligible for an award.


Exhibit (10)(h)(2)

                           EMPLOYEES WHO ARE PARTIES TO 
                          THE CHANGE IN CONTROL AGREEMENT

      C.T. Knabusch, Chairman of the Board and President
      E.J. Shoemaker, Vice Chairman and Executive Vice President Engineering
      G.M. Hardy, Secretary and Treasurer
      G.L. Kiser, Executive Vice President and Chief Operating Officer
      F.H. Jackson, Vice President Finance
      P.H. Norton, Senior Vice President Sales and Marketing
      D.R. Jordan, Vice President Organizational Development and Planning



Exhibit (10)(k)

                                LA-Z-BOY INCORPORATED
                       DESCRIPTION OF LOAN TO MR. C. T. KNABUSCH

On December 12, 1996, the Company made an unsecured, interest-free loan of 
$117,336 to Mr. Charles T. Knabusch which is payable on demand.


Exhibit (10)(l)

                          SUMMARY PLAN DESCRIPTION
                                    AND
                           PARTIAL PLAN DOCUMENT
                                    FOR
                           LA-Z-BOY INCORPORATED
                    PERSONAL EXECUTIVE INSURANCE PROGRAM




INTRODUCTION

     LA-Z-BOY INCORPORATED (the "Company"), on behalf of itself and its 
related companies, is pleased to provide you with this summary (and Partial 
Plan Document) of the La-Z-Boy Incorporated Personal Executive Insurance 
Program ("PEP" or the "Program").  The Program became effective in April, 
1997.

     As you read this summary, you should keep in mind that it is merely a 
summary and not a complete statement of all of the terms of the Plan.  As 
you know, as a participant in the Program, you are a party to and have a 
copy of an Equity Split-Dollar Agreement (the "Agreement") and an Assignment
of Policy for Collateral Security (the "Collateral Assignment") which relate 
solely to you.  The portion of this Summary and Partial Plan Document under 
the heading "CONTRIBUTIONS", the Agreement and the Collateral Assignment, 
together with the insurance policy, provide the complete terms of the 
Program.  You are encouraged to carefully review each of those documents.  
If there is any inconsistency between the summary and those documents, the 
documents will govern.  If there are any inconsistencies among the summary, 
the Agreement or the insurance policy, the insurance policy will govern.  
You can get additional information and examine copies of any documents 
relating to the Program by contacting the La-Z-Boy Incorporated Central 
Board of Administration at the address shown below.

IMPORTANT NAMES, ADDRESSES, NUMBERS AND MISCELLANEOUS FACTS

     The name of the Program is the "La-Z-Boy Incorporated Personal 
Executive Insurance Program."  Your individual arrangement is entitled the 
"Equity Split-Dollar Plan of [your name] under the La-Z-Boy Incorporated 
Personal Executive Insurance Program."
     
     The name, address and telephone number of the Company are:

     LA-Z-BOY INCORPORATED
     1284 N. Telegraph Road
     Monroe, Michigan 48162-3390
     Phone Number: 313-241-1444

     The Company's federal Employer Identification Number is 38-0751137 and 
the plan number of the Program is 590.

     The "Plan Administrator" of the Program is the Company, which is also 
the "Named Fiduciary" of the Program.  The Company has delegated day-to-day 
responsibility for the Program to the La-Z-Boy Incorporated Central Board 
of Administration (the "Central Board").

     The Central Board serves as the agent for service of legal process, and 
the address for service is the one shown above.

     The Program keeps its records on a fiscal year that ends on the last 
Saturday in April of each year.

     The death benefit provided under the Program is funded entirely with 
the insurance policy on your life or the life of a designated family member 
issued by Interstate Assurance Company ("Interstate"). Your insurance policy 
is a "universal life" type policy.  You are the owner of the insurance 
policy.

TYPE OF PLAN

     The Program uses a contributory, collateral assignment split-dollar 
life insurance plan.  A split-dollar life insurance plan is a method of 
financing premium payments on a life insurance policy that has lifetime 
values.  According to the Internal Revenue Service, a split-dollar life 
insurance plan is an "arrangement whereby the party with the need and the 
party with the ability to pay premiums join in purchasing an insurance 
contract in which there is a substantial investment element."  A split-
dollar plan is therefore not a special type of life insurance -- it is a way 
of buying (or at least of financing) life insurance.  

     The Program provides an insured death benefit for each participant or 
designated family member.  The Program also emphasizes capital accumulation.  
The accumulated values may be utilized by the participant to provide, for 
example, supplemental income at retirement.  However, the Program does not 
qualify for insurance under Title IV of ERISA because it is not a pension 
plan.

     Under the Program, the Company pays three annual premiums (referred to 
in the Agreement as "Unscheduled Premiums").  The Company will receive back 
the total of all Unscheduled Premiums paid by the Company upon the death of 
the insured or when the Agreement terminates, if earlier.  The Company 
generally will not receive back the total of any tax "gross-ups" paid by the 
Company to the employee until the death of the insured, but the Company 
reserves the right to demand payment of these amounts when the Agreement 
terminates.  The Unscheduled Premium payments made by the Company and any 
"gross-ups" paid by the Company to the employee can be viewed as temporary 
advances to assist in developing the benefits under the Program.  The 
Company's "advances" are secured through a collateral assignment of the 
insurance policy to the Company in the amount of the Unscheduled Premium 
payments and any "gross-ups" paid by the Company to the employee.  The terms 
of this assignment are described in the Collateral Assignment.  The 
Company's rights and restrictions as collateral assignee are described in 
Section 5 of the Agreement.

     For its own business purposes, the Company may borrow from Interstate 
an amount not to exceed the aggregate amount of the Unscheduled Premiums 
then or theretofore paid by the Company.  The Company may secure such 
borrowing by assigning to Interstate the Company's interest in the 
Collateral Assignment.  The Company may never borrow any part of the 
insurance policy's loan value or cash surrender value.

     As a participant, you make annual premium payments (referred to in the 
Agreement as "Scheduled Premiums") in accordance with the terms of the 
insurance policy.  Since the policy is a universal life policy, you have 
some flexibility in determining the number of Scheduled Premiums to be made.  
The Program provides, however, that you will make Scheduled Premium payments 
during the first seven policy years (i.e., at least seven annual or eighty-
four monthly Scheduled Premium payments must be made).  

     You own the insurance policy issued on your life or the life of your 
designated family member.  The Company has no legal, equitable or beneficial 
right, title or interest in the insurance policy, except to the extent of
the lien on and security interest in the policy created under the Collateral 
Assignment.  You may not borrow from the policy for any reason during the 
first seven (7) policy years.

     The excess of the policy proceeds over the total of the Unscheduled 
Premiums paid by the Company and any "gross-ups" paid by the Company to the 
employee is the death benefit that will be paid to the named beneficiary 
under the policy.

ADMINISTRATION

     The Program is administered by the Central Board and by Interstate.  
Interstate provides the life insurance policies used by the Program (see the 
discussion under the heading "Funding" below).  In general, the Central 
Board is responsible for administering the requirements set forth in this 
Partial Plan Document and in the Agreement, and Interstate is responsible 
for matters relating to the insurance policies.  For example, the Central 
Board makes sure the eligibility requirements (these are discussed under the 
heading "ELIGIBILITY") are met, but it is up to Interstate to decide whether 
or not it will issue an insurance policy on an employee or designated family 
member who has otherwise met the eligibility requirements.  Interstate is 
not a party to the Agreement or the Collateral Assignment.  The rights and 
obligations of Interstate are determined exclusively by the insurance 
policy.

     Except as discussed above with respect to the powers and responsibilit-
ies of Interstate, the Central Board shall have power to construe and 
interpret all provisions of this Program, including but not limited to the 
power to construe and interpret all provisions of this Program relating to 
eligibility for benefits and the amount, manner and time of payment of 
benefits, any such construction and interpretation by the Central Board and 
any action taken thereon in good faith by any administrative party to be 
final and conclusive upon any affected party.  The Central Board shall also 
have power to correct any defect, supply any omission, or reconcile any 
inconsistency in such manner and to such extent as the Central Board shall 
deem proper to carry out and put into effect this Program; and any 
construction made or other action taken by the Central Board, if and when 
communicated in writing to any affected party or other administrative party, 
shall be binding upon such other party and may be relied upon by such other 
party.  Nevertheless, the rights and obligations of Interstate are 
determined exclusively by the insurance policy.

ELIGIBILITY

     In order to become a participant in the Program, an employee must meet 
all of the following requirements:

          1.  The employee is a "key employee."  A "key employee" is an 
              employee of the Company who the Central Board, on behalf of 
              the Company, determines is in a position to favorably affect 
              in a significant manner the efficiency, profitability or 
              growth of the Company by reason of the nature and extent of 
              the particular employee's duties, responsibilities, personal 
              capabilities, performance and potential;

          2.  The employee is selected by the Compensation Committee of the 
              Company's Board of Directors to participate in the Program; 
              and

          3.  The employee or designated family member is insurable under 
              the terms of the Program.  This means that the Central Board, 
              in its sole discretion, determines that the cost of the policy 
              for that employee or designated family member is reasonable.

     Under the terms of the La-Z-Boy Chair Company Employees' Profit 
Sharing and Supplemental Executive Retirement Plans, employees who 
participate in the Program will not be eligible to receive additional 
benefits under those plans.

BENEFITS 

     Only employees who meet all of the eligibility requirements (including 
insurability at reasonable cost) and become participants are entitled to the 
benefits provided under the Program.  The basic benefit provided is an 
insured death benefit payable to the beneficiary designated by the 
participant.  The death benefit is equal to the excess of the total death 
benefit under the life insurance policy over the sum of Unscheduled 
Premiums paid by the Company plus any "gross-ups" paid by the Company to the 
employee as of the time of the insured's death.  The Program is also 
designed to emphasize capital accumulation.  The accumulated value can be 
utilized by the participant to provide, for example, supplemental income at 
retirement.  Payments from the Program are made in accordance with the 
provisions of the Agreement, the Collateral Assignment and the insurance 
policy.

     The amount of insurance on each participant or designated family member 
is determined by the Company and is not necessarily the same for all 
participants.  The initial face amount of life insurance provided under your 
policy is shown on a personal Benefit Schedule which the Central Board will 
provide to you.  The actual death benefit will decrease each year from the 
amount shown on your Benefit Schedule, depending on the "amount at risk" 
each year.  (See discussion of the "amount at risk" under the heading 
entitled "TAXATION OF ECONOMIC BENEFIT.")

DISQUALIFICATION, REDUCTION, LOSS, FORFEITURE OR DENIAL OF BENEFITS  

     There are a number of circumstances under which the benefits of the 
Program may not be available to an employee who has met the eligibility 
requirements previously described.  These are listed below and should be 
read carefully.

     1.  The Company may discontinue the Program upon thirty (30) days 
         prior written notice.

     2.  The ability of the Company to pay the Unscheduled Premiums to the 
         insurance company and any "gross-ups" to the employee depends on 
         the Company's continued financial success.  Such determination will 
         be made solely by the Company.

     3.  A participant who terminates his employment with the Company will 
         cease to be a participant in the Program.

     4.  Each participant must pay the Scheduled Premiums (see "Funding") 
         required under the Program.  If a participant does not make 
         these premium payments, the Company may terminate the Program 
         with respect to that participant.  Failure to make the Scheduled 
         Premium payments may jeopardize the benefits provided under the 
         Program.  See the discussion under "CONTRIBUTIONS", below, for 
         some circumstances under which the Company might not assist a 
         current employee in paying the Scheduled Premiums.

     5.  A material misstatement on the application for insurance may result 
         in a denial of benefits during the two-year period following the 
         effective date of the insurance policy.

     6.  If the insured dies by suicide within two years from the effective 
         date of the insurance policy, the amount payable as a death benefit 
         will be limited to the Scheduled Premiums paid by the participant, 
         less any loans or cash withdrawals.

     7.  If a default occurs under Section 10 of the Agreement or Section 11 
         of the Collateral Assignment, the Agreement will terminate.

     In the event the Program is terminated (either as to all participants 
or as to an individual participant), a participant may preserve and continue 
the life insurance policy by timely repaying the Company the total amount of 
the Unscheduled Premiums and, if the Company so requires, the gross-ups 
previously paid by the Company and by continuing to make the Scheduled 
Premium payments.

FUNDING

     The death benefit is funded entirely with a life insurance policy 
purchased from Interstate.  The cost of the life insurance policy on the
life of the participant or designated family member is borne by the Company 
and the participant.  In accordance with the terms of the Agreement, the 
Company pays three Unscheduled Premiums, and the participant pays the annual 
Scheduled Premiums when due.  Nothing contained in this Program shall give a 
participant or an insured any right, title or interest in any property of 
the Company.

CONTRIBUTIONS

     In an employee's initial year of participation, the Company will (in 
effect) pay a bonus to him by paying the insurance company the Scheduled 
Premium ("SP") on his behalf.  The Company will also establish and maintain 
on behalf of the participant a bookkeeping account.  In subsequent years, 
the bookkeeping account will be debited if the following quantity is 
negative:

                            (N% x W) - (15% x W1),

where "N%" is the then-current annual rate of contribution which could be 
made according to the Company's guidelines (absent any IRS restrictions*) by 
the participant's employer to the La-Z-Boy Chair Company Employees' Profit 
Sharing Plan, "W" is the participant's base salary in that year and "W1" is 
the participant's base salary in the year in which his participation in the 
Program begins.

     If a participant's bookkeeping account is to be debited in any year, 
the amount of that debit will be:

                               SP - [(N%/15%) x SP],

where "SP" is the Scheduled Premium on his behalf and "N%" is the then-
current annual rate of contribution which could be made according to the 
Company's guidelines (absent any IRS restrictions)* by the participant's 
employer to the La-Z-Boy Chair Company Employees' Profit Sharing Plan.

     Conversely, a participant's bookkeeping account may be credited if, in 
any year, N% exceeds 15%.  The amount of that credit will be:

                                [(N%/15%) x SP] - SP,

where "SP" is the Scheduled Premium on his behalf and "N%" is the then-
current annual rate of contribution which could be made according to the 
Company's guidelines (absent any IRS restrictions) by the participant's 
employer to the La-Z-Boy Chair Company Employees' Profit Sharing Plan.  
However, no credit will be made unless there have been prior debits to the 
bookkeeping account.  In other words, the credits can eliminate prior 
debits, but cannot be used to establish a reserve against future debits.

     In an employee's initial year of participation and as long as the debit 
balance in his bookkeeping account does not exceed "SP" (the Scheduled
Premium on his behalf), the Company will (in effect) pay a bonus to him by 
paying the insurance company on his behalf the entire Scheduled Premium 
("SP").  However, if the debit balance does exceed SP, the Company's payment 
on the participant's behalf will be limited to N% x W, where "N%" is the 
then-current annual rate of contribution which could be made (absent any IRS 
restrictions) by the participant's employer to the La-Z-Boy Chair Company 
Employees' Profit Sharing Plan and "W" is the participant's base salary in 
that year.

     For any fiscal year where the Company pays all or part of the Scheduled 
Premium on behalf of an employee, the Company will also pay the employee a 
"gross-up" bonus to lessen the tax effect on the employee of the Company's 
payment of all or part of the Scheduled Premium.  This "gross-up" bonus will 
be computed as 32% of the part, if any, of the Scheduled Premium amount paid 
by the Company on the employee's behalf.  By accepting a gross-up payment, 
the employee agrees that the Company will receive back the total of any tax 
"gross-ups" paid by the Company to the employee upon the death of the 
insured, or earlier if the Company so requires.

TAXATION OF ECONOMIC BENEFIT

     A split-dollar life insurance plan can be viewed as providing a flow of 
benefits from the employer to the insured employee.  The benefits flowing to 
the participant under the Program consist of both earnings attributable to 
the Company's Unscheduled Premium payments and the economic value of the 
death benefit.  The economic value of the death benefit is measured by 
multiplying the "net amount at risk" (i.e., the gross death benefit payable 
to the participant's beneficiary net of any participant cash surrender 
value) times the lower of the so-called "P.S. 58" cost or Interstate's term 
rate per $1,000 of insurance.  The Scheduled Premiums reduce the amount of 
the death benefit flow currently taxable to the participant.  The flow of 
benefits attributable to the earnings on the Unscheduled Premium payments 
may be considered imputed income to the participant.  The amount taxable to 
the participant for any year depends on a number of factors, including the 
amount of insurance and the age of the participant. In addition, the 
Company's payment of all or any portion of the Scheduled Premium on behalf 
of the employee as well as any "gross-ups" paid by the Company to the 
employee will result in taxable income to the employee.  Information on the 
taxable economic benefit per year for each participant will be provided to 
the participant by the Central Board.  The Company and the Central Board 
cannot provide you with tax advice regarding the Program.  You are urged to 
consult your personal tax advisor regarding the tax aspects of the Program.

ADOPTION OF PROGRAM TO COVER OTHER COMPANIES, FACILITIES OR GROUPS

     Any related company may adopt the Program (as a whole company or as to 
any one or more divisions, subsidiaries, facilities, etc.) effective as of 
the day it specifies.  Adoption shall be accomplished by the express consent 
of the Central Board and the agreement of the adopting company (by action of 
or ratification by its board of directors).  The same procedure shall be 
followed when an employer that has adopted the Program wishes to change the 
positions, facilities, etc. covered by this Program.  For these purposes, a 
"related company" means and includes any entity, whether or not incorporat-
ed, which is aggregated with La-Z-Boy Incorporated under Sections 414(b), 
(c), (m) or (o) of the Internal Revenue Code; provided that no entity shall 
be considered to be a related company at any time prior or subsequent to the 
period of time during which it meets the foregoing definition, and provided 
further that the status of being employed by a related company shall only 
pertain to an individual during the period of time when his employer is a 
related company, and not to any period of time prior or subsequent to its 
related company status.  Unless the context otherwise requires, at any time 
while a related company has adopted this Program (i) the term Company as 
used herein with respect to any employee or participant shall be construed 
to mean the adopting entity by which such individual is employed, and (ii) 
whenever the term Company is used in connection with action to be taken in 
connection with the Program or its administration, the term Company shall 
mean La-Z-Boy Incorporated.  A list of participating employers as of June 1,
1997 appears at the end of this document.

AMENDMENT AND TERMINATION

     This Program may be amended from time to time, or suspended or 
terminated, at the sole discretion of the Company through action of the 
Central Board.  However, no such action shall impair any rights which may 
have accrued under the Program prior to the effective date of such action.  
Any successor corporation or business entity to the Company may expressly 
assume the Program and any liability of the Company to make payments 
thereunder.

CLAIMS PROCEDURE
     
     A.     Non-Death Benefit Claim:

     The participant (or "claimant") must make a claim for any non-death 
benefits under the Program by submitting a written request to the Central 
Board.  Upon receipt of such request, the Central Board may require the 
participant to complete such forms and provide such additional information
as may be reasonably necessary to establish the claimant's right to a
benefit under the Program.  The Central Board will review and make the 
decision with respect to the claim.  In the case of a death benefit claim, 
the beneficiary designated under the policy by the participant must file a 
claim with Interstate.  See part B below.

     If a claim for benefits other than a death benefit is wholly or 
partially denied, the Central Board will furnish to the claimant written 
notice of such decision within thirty (30) days after the claim has been 
filed.  If special circumstances require more than thirty (30) days to 
process the claim, this period may be extended for up to an additional 
thirty (30) days by giving written notice to the claimant before the end of 
the initial 30-day period stating the special circumstances requiring the 
extension and the date by which a final decision is expected.  Failure to 
provide a notice of decision in the time specified will constitute a denial 
of the claim and the claimant will be entitled to require a review of the 
denial under the review procedure discussed below.

     The notice to be provided to every claimant who is denied a claim for 
benefits must be in writing and must set forth, in a manner calculated to be 
understood by the claimant, the following:

     (1)  the specific reason or reasons for the denial;

     (2)  specific reference to pertinent provisions of this Partial Plan
          Document, the Agreement or the Collateral Assignment on which the 
          denial is based;
     
     (3)  a description of any additional material or information necessary 
          for the claimant to perfect the claim and an explanation of why 
          such material or information is necessary; and

     (4)  an explanation of the Program's claim review procedure describing 
          the steps to be taken by a claimant who wishes to submit his claim 
          for review.

     The purpose of the review procedure is to provide a procedure by which 
a claimant may have a reasonable opportunity to appeal a denial of a claim 
to the Central Board for a full and fair review.  To accomplish that 
purpose, the claimant or his duly authorized representative:

     (1)  may request a review upon written application to the Central
          Board;

     (2)  may review pertinent Program documents; and

     (3)  may submit issues and comments in writing.

     A claimant (or his duly authorized representative) may request a review 
by filing a written application for review with the Central Board at any 
time within sixty (60) days after receipt by the claimant of written notice 
of the denial of his claim.  Such request must set forth in reasonable 
detail:

     (1)  the grounds upon which the request for review is based and any
          facts in support thereof; and

     (2)  any issues or comments which the claimant considers pertinent to 
          his claim.

     The decision on review of a denied claim will be made in the following 
manner:

     (1)  The decision on review will be made by the Central Board which
          may, in its discretion, hold a hearing on the denied claim.  The 
          Central Board must make its decision promptly, which will ordinar-
          ily be not later than sixty (60) days after receipt of the request 
          for review, unless special circumstances (such as the need to hold 
          a hearing) require an extension of time for processing the review 
          of the denied claim.  In that case, a decision will be rendered as 
          soon as possible, but not later than one hundred twenty (120) days 
          after the receipt of the request for review.  If an extension of 
          time is required due to special circumstances, written notice of 
          the extension will be furnished to the claimant prior to the time 
          the extension commences.  Any hearing will be held at the 
          Company's main offices in Monroe, Michigan unless the claimant and 
          the Central Board agree otherwise.

     (2)  The decision on review will be in writing and will include 
          specific reasons for the decision, written in a manner calculated
          to be understood by the claimant, as well as specific references 
          to the pertinent provisions of the Program documents on which the
          decision is based.  The decision of the Central Board will be
          final and conclusive on all persons.

     (3)  In the event the decision on review is not furnished to the 
          claimant within the time required, the claim will be deemed denied 
          on review.

     B.  Death Benefit Claim:

     A claim for a death benefit must follow the procedures established by 
Interstate, which may include time deadlines.  If a beneficiary (or
"claimant") makes a written request to the Central Board, the Central Board 
will either provide copies of forms or instructions required by Interstate 
to make a claim or advise the claimant how to obtain them.  Interstate will 
notify the claimant if the claim is denied and will explain the procedures 
it has for reviewing any claims which it denies.

STATEMENT OF ERISA RIGHTS

     (This statement required by federal law and regulation.)

     As a participant in the La-Z-Boy Incorporated Personal Executive 
Insurance Program (the "Program"), you are entitled to certain rights and 
protections under the Employee Retirement Income Security Act of 1974 
("ERISA").  ERISA provides that all participants are entitled to:

     1.  Examine, without charge, at the Central Board's office, all Program 
         documents, including insurance contracts.

     2.  Obtain copies of all Program documents and other Program inform-
         ation upon written request to the Central Board.  The Central Board 
         may make a reasonable charge for the copies.

     If copies of any of the materials mentioned above are requested, and if 
such copies are not received within thirty (30) days after the request, the 
participant making the request may enforce his rights to such materials by 
filing suit in federal court.  Unless the materials were not sent because of 
matters beyond the control of the Central Board, the Central Board may be 
required to pay the participant up to $100 for each day's delay until the 
materials are received.

     In addition to creating rights for Program participants, ERISA places 
duties upon the Program fiduciaries, who are persons responsible for operat-
ing the Program.  They are required to exercise their duties under the 
Program with prudence and solely in the interest of the Program 
participants.

     No action will be taken against any employee by the Company or by any 
other person for exercising his rights as set forth herein.

     If you file a claim for a benefit which is denied, in whole or in part, 
you will receive a written explanation of the reason for the denial.  You 
have the right to have your claim reconsidered (see the preceding section 
entitled "CLAIMS PROCEDURE").  If, after following the claims procedure, 
your claim is denied, in whole or in part, you may bring suit in federal or 
state court.  Other suits brought with respect to the Program, such as to 
obtain materials mentioned above, or against Program fiduciaries for failure 
to carry out their Program duties properly, or against any person dis-
criminating against you for asserting your rights, must be brought in 
federal court.  In many instances, you may request assistance from the U.S. 
Department of Labor.  The court will decide who should pay court costs and 
legal fees.  If you are successful, the court may order the party you have 
sued to pay these costs and fees; if you lose, the court may order you to 
pay these costs and fees; or the court may decide that each party should pay 
its own costs and fees.

     If you have any questions about this statement or your rights under 
ERISA, you should contact the Central Board or the nearest Area Office of 
the U.S. Labor-Management Service Administration, Department of Labor.

AMENDMENT

     The Agreement and Collateral Assignment may be amended at any time and 
from time to time by a written instrument executed by the participant and 
the Company.  The consent of Interstate to an amendment may be required in 
some circumstances.

MISCELLANEOUS

     Titles and headings are included for convenience only and shall not 
control the meaning or interpretation of any provision of this Program.  The 
use of masculine pronouns shall be deemed to include both males and females; 
similarly, where the context so indicates, the singular shall include the 
plural and vice versa.  Except to the extent that federal law shall govern, 
the validity and construction of the Program and each of its provisions 
shall be subject to and governed by the laws of the State of Michigan except 
that the insurance policy and each of its provisions shall be subject to and 
governed by the laws of the State of Iowa.

     If any provision of this Program is found, held or deemed to be void, 
unlawful or unenforceable under any applicable statute or other controlling 
law, the remainder of this Program shall continue in full force and effect.

QUESTIONS

     If you have a question which is not answered here, ask the Central 
Board.  Should you misplace your copy of any of the documents which comprise 
the Program, copies are available from the Central Board.  Of course, the 
Program itself, rather than this summary of the Program, will control all 
rights under the Program.

PARTICIPATING EMPLOYERS (as of June 1, 1997)

     La-Z-Boy Incorporated and its domestic divisions
     Kincaid Furniture Company
     England/Corsair, Inc.

For employees of Kincaid Furniture Company, the information on page 1 should 
be as follows:

     Your sponsoring employer is Kincaid Furniture Company, Inc.   Its 
     address is P.O. Box 605, Hudson, North Carolina 28638 and its telephone 
     number is (704) 728-3261.

     The employer identification number of Kincaid Furniture Company, Inc.  
     is 56-1259619.

For employees of England/Corsair, Inc., the information on page 1 should be 
as follows:

     Your sponsoring employer is England/Corsair, Inc.  Its address is 402 
     Old Knoxville Highway, New Tazewell, Tennessee 37825 and its telephone 
     number is (423) 626-2145.

     The employer identification number of England/Corsair, Inc. is 62-
     0699863.

* For example, according to the Company's guidelines a 20% contribution
  rate might be indicated, whereas IRS restrictions would generally limit 
  the contribution rate to 15%.