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                                                                 EXHIBIT 10.9


                             FIRST AMENDMENT TO THE
                              LADD FURNITURE, INC.
                          1999 LONG-TERM INCENTIVE PLAN



         This First Amendment to the LADD Furniture, Inc. 1999 Long-Term
Incentive Plan (the "Plan") made this ___ day of _______________, 1999, and
effective September 1, 1999.

                              W I T N E S S E T H:

         WHEREAS, the Board of Directors of LADD Furniture, Inc. previously
adopted the Plan for the purpose of providing effective incentives for key
employees of the Corporation; and

         WHEREAS, the Plan was originally intended to operate as a long-term
incentive plan running for a three-year period ending December 30, 2001; and

         WHEREAS, the Corporation is contemplating a merger with a subsidiary of
La-Z-Boy Incorporated (the "Merger"); and

         WHEREAS, the Plan will not operate as intended if the Merger is
consummated; and

         WHEREAS, it is essential to the successful consummation of the Merger
and the on-going operation of the merged entity for participants in the Plan to
be treated fairly.

         NOW, THEREFORE, BE IT RESOLVED: that the Plan shall be amended by
adding a new paragraph 10 to read as follows:

                  10.      Notwithstanding any other provisions of the 1999
                           LTIP, Performance Bonuses shall be paid out to the
                           Plan's participants in an amount equal to 50% of each
                           participant's Target Performance Bonus. All such
                           payments shall be made in cash. The chief executive
                           officer shall have discretion as to the timing of
                           such payments to each participant; provided that all
                           such payments shall be made by the Corporation on or
                           before the closing of the Merger; and, provided
                           further, that if the closing of the Merger is not on
                           or before December 31, 1999, payment on or before
                           such date may only be made with the prior written
                           consent of La-Z-Boy Incorporated.



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                           Notwithstanding the preceding paragraph, if the
                           Merger does not occur prior to June 30, 2000, the
                           1999 LTIP shall be reinstated in all respects, and
                           (a) all amounts paid to the participants in the Plan
                           pursuant to this Section 10 of the Plan shall be
                           treated as an advance on 2000 base salary, and (b) if
                           payments are made in 1999, the Corporation shall pay
                           each participant an additional bonus in the amount
                           necessary to reimburse the participant for the
                           incremental costs he incurred by receiving such
                           amounts in 1999 instead of in 2000.



         IN WITNESS WHEREOF, the Corporation has caused this First Amendment to
be executed by the proper officers and its corporate seal hereto affixed as of
the day and year first above written.


                                            LADD FURNITURE, INC.
Attest:

                                            By:
- --------------------------                     -----------------------------
Secretary                                      Chairman of the Board and Chief
                                               Executive Officer

[CORPORATE SEAL]









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