Exhibit (99)(c)
 
 
                     LA-Z-BOY CHAIR COMPANY
              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 140% of
the target (i.e. 14% to 77% 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 time of
distribution to be eligible for an award.