2003 Audit Charter: LZB

LA-Z-BOY INCORPORATED
AUDIT COMMITTEE CHARTER

Purpose of the Audit Committee

The Audit Committee assists the Board of Directors in its oversight of (a)
the integrity and quality of the processes and practices of the company with
respect to financial reporting, (b) management of business and financial risk,
(c) compliance with significant legal, regulatory and ethical requirements,
(d) the qualifications and independence of the independent auditors, and (e) the
effectiveness of the Company's independent auditors and internal audit function.

Responsibilities

The Committee is directly responsible for the appointment, termination,
compensation and oversight of the Company's independent public accountant. With
respect to all other matters, the role of the Audit Committee is one of
oversight and as such the Committee relies on the expertise and knowledge of
management, internal auditors, independent public accountants and other experts.
Management of the Company is responsible for determining that the Company's
financial statements are fairly presented in accordance with generally accepted
accounting principles. The independent public accountant is responsible for
auditing and reporting on the Company's financial statements. It is not the
responsibility of the Committee to plan or conduct audits, to determine the
fairness or accuracy of financial statements, to provide assurance of compliance
with laws and regulations, or to provide assurance with respect to the adequacy
of internal policies, practices, procedures or controls.

Membership

The Committee shall consist of at least three Directors who have no
relationship with the Company that might interfere with the exercise of their
independent judgment. The Committee members shall satisfy the independence,
financial literacy and expertise requirements of the New York Stock Exchange as
interpreted by the Board of Directors and any rules adopted by the Securities
and Exchange Committee pursuant to Section 10A(m)(3) of the Securities Exchange
Act of 1934. The Committee members, including the Chairman, shall be appointed
by the Board of Directors.

Authority

In discharging its oversight role, the Committee is empowered to investigate
any matter brought to its attention with full access to all Company books,
records, facilities and personnel and with the power to retain, at the Company's
expense, outside counsel or other experts for this purpose.

Duties

The Committee's specific duties are set forth in the following table:


Minimum
Duty Frequency
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With Respect to the Independent Auditor:

o Select and retain the independent auditor. Annually

o Pre-approve audit fees charged by the independent auditor. Annually

o Evaluate the performance, qualifications and
independence of the independent auditor. Annually

o Approve, as appropriate, audit, audit-related
and non-audit services proposed to be performed
by the independent auditor. As Needed

o Review the annual audit plan of the independent auditor. Annually

o Meet in separate executive session with the independent
auditor to provide a forum for private comments including
discussion of any restrictions on audit scope or access
to required information or resources. Annually

o Establish hiring policies with respect to employees
or former employees of the independent auditors. Annually

A-1
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Minimum
Duty Frequency
-------------------------------------------------------------------------------
With Respect to Accounting and Financial Control Matters:

o Review with financial management and the independent
auditor any significant accounting developments
including emerging issues. As Needed

o Review with financial management and the independent
auditors the company's critical accounting policies. Annually

o Review with management, the independent auditor
and the internal auditor a) the adequacy of the
Company's internal controls and b) significant
findings and recommendations of the auditors and
management's responses thereto. Quarterly

o Review and discuss with the Company's counsel
significant legal and environmental matters. Quarterly

o Review with financial management and the independent
auditor, a) the Company's annual financial results
and disclosure, b) the independent auditor's audit
of the financial statements and its report thereon,
c) any significant changes required in the audit plan
d) any serious difficulties or disputes with management
encountered during the audit, and e) other matters related
to the audit which are to be communicated to the Committee
under generally accepted auditing standards. Annually

o Review with management and the independent auditor,
the Company's interim financial results and disclosure
prior to the filing with the Securities and Exchange
Commission of the related Form 10-Q and discuss any items
required to be communicated by the independent auditor
under generally accepted auditing standards. Quarterly

o With respect to each periodic filing with the
Securities and Exchange Commission review a)
management's disclosure to the Committee under Section
302 of the Sarbanes-Oxley Act, and b) the contents
of the Chief Executive Officer and the Chief Financial
Officer certificates to be filed under Sections 302
and 906 of that Act. Quarterly

o Review with management and the independent auditor
policies and practices with respect to the preparation
and dissemination of earnings press releases, as well as
financial information and earnings guidance. Quarterly

o Review with management the Company's compliance with
applicable laws and regulations and the results of
examinations conducted by regulatory agencies. Annually

o Meet in executive session with financial management
to provide a forum for their private comments. Quarterly

o Review procedures, and monitor responses thereto,
for the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal
accounting controls, or general ethical conduct, and the
confidential anonymous submissions by employees of
concerns regarding questionable accounting controls or
ethical behavior. Quarterly

o Discuss with management the assessment of major
financial business risks and plans, policies and
practices for dealing with such risks. Annually

o Review with management the results of monitoring
the Company's code of conduct. Annually

With Respect to the Internal Audit Function:

o Review the performance of the head of the
Internal Audit department. Annually

o Review the appointment, compensation and replacement
of the head of the Internal Audit department. Annually

o Review the Internal Audit department's annual audit
plan, including any subsequent significant modifications
to that plan. Annually

o Review the Internal Audit department budget and
adequacy of staffing. Annually

A-2
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Minimum
Duty Frequency
-------------------------------------------------------------------------------
o Review and discuss with the head of the Internal
Audit department the results of audits conducted
and management responses thereto. Quarterly

o Meet in executive session with the head of the
Internal Audit department to provide a forum for
private comments including discussion of any
restrictions on audit scope or access to required
information or resources. Semi-annually

With Respect to the Audit Committee:

o Meet at least 4 times per year and more frequently Quarterly and
if circumstances require. as needed

o Evaluate the performance of the Audit Committee. Annually

o Review this charter and recommend any proposed
changes to the Board of Directors. Annually

With Respect to Communications:

o Report to the Board of Directors on significant
matters covered at each Audit Committee meeting. As Needed

o Prepare the report that the Securities and Exchange
Commission rules require be included in the Company's
annual proxy statement. Annually


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