<HTML>
<HEAD>
<TITLE></TITLE>
</HEAD>
<BODY>


<P ALIGN="Right"><FONT FACE="Times New Roman" SIZE="2">As filed with the Securities and Exchange Commission on August, 12, 2004<br>
Registration No.  333-&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></p>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<A NAME=A002></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>SECURITIES AND
EXCHANGE COMMISSION <br>WASHINGTON, D.C. 20549 </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<A NAME=A004></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>FORM S-8 <br>REGISTRATION STATEMENT <br>UNDER <br>THE SECURITIES ACT OF
1933 </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<A NAME=A008></A>
<P ALIGN="Center"><FONT FACE="Times New Roman" SIZE="3"><b>LA-Z-BOY INCORPORATED </b></FONT><br>

<FONT FACE="Times New Roman" SIZE="2">(Exact Name of Registrant as Specified in Its Charter) </FONT></P>


<br>
<TABLE CELLPADDING="0" CELLSPACING="0" ALIGN="CENTER" WIDTH="60%">
<TR VALIGN=Bottom>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=1></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=1></FONT></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH="55%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>Michigan</b></FONT></TD>
     <TD WIDTH="45%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>38-0751137</b></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(State of Incorporation</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(I.R.S. Employer</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;or Organization)</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Identification Number)</FONT></TD></TR>
</TABLE>
<br>







<P ALIGN="Center"><FONT FACE="Times New Roman" SIZE="3"><b>1284 North Telegraph
Road <br>Monroe, Michigan
48162-3390</b> </FONT><br>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Address of Principal
Executive Offices including Zip Code) </FONT></P>

<P ALIGN="Center"><FONT FACE="Times New Roman" SIZE="3"><b>La-Z-Boy Incorporated
2004 Long-Term Equity Award Plan </b></FONT><br>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Full Title of the Plan) </FONT></P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 ALIGN=Center WIDTH=75%>
<TR VALIGN=Bottom>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=1></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=1></FONT></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=57% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</FONT></TD>
     <TD WIDTH=42% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Copy to:</b></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>James P. Klarr</b></FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Kent E. Shafer</b></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Secretary and Corporate Counsel</b></FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>MILLER, CANFIELD, PADDOCK</b></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>LA-Z-BOY INCORPORATED</b></FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>AND STONE, P.L.C.</b></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>1284 North Telegraph Road</b></FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>150 West Jefferson Avenue</b></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Monroe, Michigan 48162-33906</b></FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Detroit, Michigan 48226</b></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>(734) 241-3351</b></FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>(313) 496-7570</b></FONT></TD></TR>
</TABLE>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A015></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Name and Address,
Including Zip Code, and Telephone Number, <br>Including Area Code, of
Agent for Service) </FONT></P>



<TABLE CELLPADDING="0" CELLSPACING="0" ALIGN="CENTER" WIDTH="100%">
<TR VALIGN=Bottom>
     <TH COLSPAN=10><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION OF REGISTRATION FEE</FONT><HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>
<TR VALIGN=Bottom>
     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=1>Title of<BR>
Securities to Be<BR>
Registered</FONT><HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=1>Amount<BR>
to Be<BR>
Registered</FONT><HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=1>Maximum<BR>
Offering Price<BR>
Per Share (1)</FONT><HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=1>Maximum<BR>
Aggregate<BR>
Offering Price (1)</FONT><HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=1>Amount of<BR>
Registration<BR>
Fee</FONT><HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH="24%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Common Stock,</FONT></TD>
     <TD WIDTH="4%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="26%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
        <TD WIDTH="4%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="9%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
        <TD WIDTH="4%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="9%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
        <TD WIDTH="4%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="9%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
        <TD WIDTH="2%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$1.00 par value</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5,000,000 shares
     (2)</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN="CENTER">
     <p align="right"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     16.37</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN="CENTER">
     <p align="right"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;81,850,000</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN="CENTER">
     <p align="right"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$&nbsp;&nbsp;&nbsp;&nbsp;10,370</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom><td>
<HR SIZE="1" COLOR="Black">
</TD>
<td>
<HR SIZE="1" COLOR="Black">
</TD><td>
<HR SIZE="1" COLOR="Black">
</TD><td>
<HR SIZE="1" COLOR="Black">
</TD><td>
<HR SIZE="1" COLOR="Black">
</TD><td>
<HR SIZE="1" COLOR="Black">
</TD><td>
<HR SIZE="1" COLOR="Black">
</TD><td>
<HR SIZE="1" COLOR="Black">
</TD><td>
<HR SIZE="1" COLOR="Black">
</TD><td>
<HR SIZE="1" COLOR="Black">
</TD></TR>
</TABLE>




<br>


<!-- MARKER FORMAT-SHEET="Para (List) Hang " FSL="Default" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
          <TR VALIGN=TOP>
          <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1) </FONT></TD>
          <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Estimated solely for the purposes of calculating the registration fee pursuant
          to Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on
          the average of the high and low sales price of La-Z-Boy Incorporated Common
          Stock, as reported on the New York Stock Exchange on August 11, 2004. </FONT></P></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang " FSL="Default" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
          <TR VALIGN=TOP>
          <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2) </FONT></TD>
          <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          In the event of a stock split, stock dividend, or similar transaction involving
          the Registrant&#146;s Common Stock, the number of shares registered hereby shall
          automatically be increased to cover the additional shares in accordance with
          Rule 416(a) under the Securities Act of 1933, as amended. </FONT></P></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Page Rule Double" FSL="Default" -->
<HR ALIGN=LEFT WIDTH=100% SIZE=2 NOSHADE>

<P ALIGN="Center"><FONT FACE="Times New Roman" SIZE="2">
<B>As
soon as practicable after the effective date of this Registration Statement </B><br>
(Approximate date of commencement of proposed sale to the public) </FONT></p>

<BR>


<!-- MARKER PAGE="sheet: 1; page: 1" -->
<HR SIZE=2 COLOR=black>




<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<A NAME=A018></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART I </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<A NAME=A019></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
information called for in Part I of the Form S-8 is not being filed with or included in
this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules
and regulations of the Securities and Exchange Commission (the &#147;Commission&#148;). </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<A NAME=A020></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<A NAME=A021></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<A NAME=A022></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 3. <u>Incorporation of Documents
by Reference </u></FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following documents filed by us with the Commission are incorporated herein by reference: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The description of the Company&#146;s Common Stock, par value $1.00 per share,
          contained in its Registration Statement on Form 8-A dated
          August 5, 1987 (Registration No. 1-9656); </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Company&#146;s Annual Report on Form 10-K for the fiscal year ended April
          24, 2004 (File No. 1-9656); </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Company&#146;s Quarterly Report on Form 10-Q for the quarterly period ended
          July 24, 2004 (File No. 1-9656); </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Company&#146;s Current Report on Form 8-K filed with the Commission on May
          4, 2004 (File No. 1-9656); and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Company&#146;s Current Report on form 8-K filed with the Commission on May
          25, 2004 (File No. 1-9656). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date of this registration statement and prior to the
filing of a post-effective amendment which indicates that all securities offered have been
sold or which reregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part of it from the
respective dates of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<A NAME=A023></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 4. <u>Description of
Securities</u></FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Default" -->
<A NAME=A024></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<A NAME=A025></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 5.<u> Interest of
named Experts and Counsel </u></FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Default" -->
<A NAME=A026></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<A NAME=A027></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 6. <u>Indemnification
of Directors and Officers </u></FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company is a Michigan business corporation. The Michigan Business Corporation Act, which
governs the registrant, permits it to indemnify any person who was, is or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative and whether formal or informal, other
than an action, suit or proceeding by or in the right of the Company, by reason of the
fact that he or she is or was a director, officer, employee, or agent of La-Z-Boy, or is
or was serving at its request as a director, officer, partner, trustee, employee, or agent
of another corporation, partnership, joint venture, trust, or other enterprise (including
any employee benefit plan) against expenses (including attorney fees) and judgments,
penalties, fines, and amounts paid in settlement that are actually and reasonably incurred
by him or her in connection with the action, suit, or proceeding, if the indemnified
person acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company or its shareholders, and with respect to a
criminal action or proceeding, if he or she had no reasonable cause to believe his or her
conduct was unlawful. The Michigan Business Corporation Act also permits the Company to
indemnify any person who is or was a party or is threatened to be made a party to any
action, suit or proceeding by or in the right of the Company by reason of that fact that
he or she is or was a director, officer, employee, or agent of the Company (or is or was
serving at its request in one of the other capacities described above) against expenses
(including attorney&#146;s fees) and amounts paid in settlement that are actually and
reasonably incurred by him or her in connection with the action, suit, or proceeding, if
the indemnified person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company or its shareholders, except
that no indemnification may be made for a claim, issue, or matter in which the indemnified
person has been found liable to the Company except for any indemnification against
expenses that may be ordered by the court. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2 of
Article IX of the registrant's articles of incorporation provides for mandatory
indemnification of its directors and officers and permits indemnification of other
parties, as follows: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent Level 2" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2. Indemnification. The Corporation shall indemnify any of its directors and officers and
may indemnify any of its employees and agents (in each case including such person&#146;s
heirs, executors, administrators and legal representatives) who are made or threatened to
be made a party to an action, suit or proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation or serves or served at the request of the Corporation
as a director, officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, whether for profit or
not, to the fullest extent authorized or permitted under the Act or other applicable law,
as the same presently exist or may hereafter be amended, but in the case of any such
amendment, only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than authorized or permitted before such amendment. Without
limiting the generality of the foregoing, the following provisions, except to the extent
they limit the indemnity which may be provided pursuant to the foregoing, shall apply: </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1
&#151; Indemnification of Directors and Officers: Claims by Third Parties. The Corporation
shall to the fullest extent authorized or permitted by the Act or other applicable law, as
the same presently exist or may hereafter be amended, but, in the case of any such
amendment, only to the extent such amendment permits the Corporation to provide broader
indemnification rights than before such amendment, indemnify a director or officer (the
&#147;Indemnitee&#148;) who was or is a party or is threatened to be made a party to a
threatened, pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal, other than an action by
or in the right of the Corporation, by reason of the fact that he or she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust, or other
enterprise, whether for profit or not, against expenses, including attorneys&#146; fees,
judgements, penalties, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding, if the
Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation or its shareholders, and with respect
to a criminal action or proceeding, if the Indemnitee had no reasonable cause to believe
his or her conduct was unlawful. The termination of an action, suit or proceeding by
judgement, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the Indemnitee did not act in
good faith and in a manner which he or she reasonably believed to be in or not opposed to
the best interests of the Corporation or its shareholders, and with respect to a criminal
action or proceeding, has reasonable cause to believe that his or her conduct was
unlawful. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2
&#151; Indemnification of Directors and Officers: Claims Brought By or In the Right of the
Corporation. The Corporation shall, to the fullest extent authorized or permitted by the
Act or other applicable law, as the same presently exist or may hereafter be amended, but,
in the case of any such amendment, only to the extent such amendment permits the
Corporation to provide broader indemnification rights than before such amendment,
indemnify a director or officer (the &#147;Indemnitee&#148;) who was or is a party to or
is threatened to be made a party to a threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation, partnership, joint
venture, trust, or other enterprise, whether for profit or not, against expenses,
including actual and reasonable attorneys&#146; fees, and amounts paid in settlement
incurred by the Indemnitee in connection with the action or suit, if the Indemnitee acted
in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed
to the best interests of the Corporation or its shareholders. However, indemnification
shall not be made under this subsection 2.2 for claim, issue, or matter in which the
Indemnitee has been found liable to the Corporation unless and only to the extent that the
court in which the action or suit was brought has determined upon application that,
despite the adjudication of liability but in view of all circumstances of the case, the
Indemnitee is fairly and reasonably entitled to indemnification for the expenses which the
court considers proper. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3
&#151; Actions Brought by the Indemnitee. Notwithstanding the provisions of subsections
2.1 and 2.2 the Corporation shall not be required to indemnify an Indemnitee in connection
with an action, suit, proceeding or claim (or part thereof) brought or made by such
Indemnitee, unless such action, suit, proceeding or claim (or part thereof): (i) was
authorized by the Board of Directors of the Corporation: or (ii) was brought or made to
enforce this Section 2 and the Indemnitee has been successful in such action, suit,
proceeding or claim (or part thereof). </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4
&#151; Approval of Indemnification. An indemnification under subsections 2.1 or 2.2
hereof, unless ordered by a court, shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the Indemnitee is proper in
the circumstances because such Indemnitee has met the applicable standard of conduct set
forth in subsections 2.1 or 2.2 as the case may be. This determination shall be made in
any of the following ways: </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Hang Level 5" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=70%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By
a majority vote of a quorum of the Board consisting of directors who were         not
parties to the action, suit, or proceeding.  </FONT></TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Para Hang Level 5" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=70%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If
the quorum described in subdivision (a) is not obtainable, then by a     majority vote of
a committee of directors who are not parties to the action. The     committee shall
consist of not less than three (3) disinterested directors.  </FONT></TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Para Hang Level 5" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=70%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By
independent legal counsel in a written opinion.  </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Hang Level 5" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=70%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By
the shareholders.  </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.5
&#151; Advancement of Expenses. Expenses incurred in defending a civil or criminal action,
suit, or proceeding described in subsections 2.1 or 2.2 above shall be paid by the
Corporation in advance of the final disposition of the action, suit, or proceeding upon
receipt of an undertaking by or on behalf of the Indemnitee to repay the expenses if it is
ultimately determined that the Indemnitee is not entitled to be indemnified by the
Corporation. The under taking shall be by unlimited general obligation of the person on
whose behalf advances are made but need not be secured. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.6
&#151; Partial Indemnification. If an Indemnitee is entitled to indemnification under
subsections 2.1 or 2.2 for a portion of expenses including attorneys&#146; fees,
judgments, penalties, fines, and amounts paid in settlement, but not for the total amount
thereof, the Corporation shall indemnify the Indemnitee for the portion of the expenses,
judgments, penalties, fines, or amounts paid in settlement for which the Indemnitee is
entitled to be indemnified. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.7
&#151; Indemnification of Employees and Agents. Any person who is not covered by the
foregoing provisions of this Section 2 and who is or was an employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or not, may be
indemnified to the fullest extent authorized or permitted by the Act or other applicable
law, as the same exist or may hereafter be amended, but, in the case of any such
amendment, only to the extent such amendment permits the Corporation to provide broader
indemnification rights than before such amendment, but in any event only to the extent
authorized at any time or from time to time by the Board of Directors. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.8
&#151; Other Rights of Indemnification. The indemnification or advancement of expenses
provided under subsections 2.1 through 2.7 is not exclusive of other rights to which a
person seeking indemnification or advancement of expenses may be entitled under the
Articles of Incorporation or Bylaws, or an agreement. However, the total amount of
expenses advanced or indemnified from all sources combined shall not exceed the amount of
actual expenses incurred by the person seeking indemnification or advancement of expenses.
The indemnification provided for in subsections 2.1 through 2.7 continues as to a person
who ceases to be a director, officer, employee, or agent and shall inure to the benefit of
the heirs, executors, and administrators of the person. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.9
&#151; Definitions. &#147;Other enterprise&#148; shall include employee benefit plans;
&#147;fines&#148; shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and &#147;serving at the request of the Corporation&#148; shall
include any service as a director, officer, employee, or agent of the Corporation which
imposes duties on, or involves services by, the director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he or she reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be considered to have
acted in a manner &#147;not opposed to the best interests of the Corporation or its
shareholders&#148; as referred to in subsections 2.1 and 2.2. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.10
&#151; Liability Insurance. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, whether for profit or not, against any liability
asserted against and incurred by such person in any such capacity or arising out of such
person&#146;s status as such, regardless of whether or not the Corporation would have the
power to indemnify such person against such liability under the pertinent provisions of
the Act. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.11
&#151; Enforcement. If a claim under this Section 2 is not paid in full by the Corporation
within thirty days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim, and if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which makes it permissible under the Act for the
Corporation to indemnify the claimant for the amount claimed, but the burden of providing
such defense shall be on the Corporation. Neither failure of the Corporation (including
the Board of Directors, a committee thereof, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because such claimant has
met the applicable standard of conduct set forth in the Act nor an actual determination by
the Corporation (including the Board of Directors, a committee thereof, independent legal
counsel or its shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.12
&#151; Contract with the Corporation. The right to indemnification conferred in this
Section 2 shall be deemed to be a contract right between the Corporation and each director
or officer who serves in any such capacity at any time while this Section 2 is in effect
and any repeal or modification of this Section 2 shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore existing
or any action, suit or proceeding theretofore or thereafter brought or threatened based in
whole or in part upon any such state of facts. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.13
&#151; Application to a Resulting or Surviving Corporation or Constituent Corporation. The
definition for &#147;corporation&#148; found in Section 569 of the Act, as the same exists
or may hereafter be amended is, and shall be, specifically excluded form application to
this Section 2. The indemnification and other obligations set forth in this Section 2 of
the Corporation shall be binding upon any resulting or surviving corporation after any
merger of consolidation with the Corporation. Notwithstanding any thing to the contrary
contained herein or in Section 569 of the Act, no person shall be entitled to the
indemnification and other rights set forth in this Section 2 for acting as a director or
officer of another corporation prior to such other corporation entering into a merger or
consolidation with the Corporation. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Indent Level 4" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.14
&#151; Severability. Each and every paragraph, sentence, term and provision of this
Section 2 shall be considered severable in that, in the event that a court finds any
paragraph, sentence, term or provision to be invalid or unenforceable, the validity and
enforceability, operation, or effect of the remaining paragraphs, sentences, terms or
provisions shall not be affected, and this Section 2 shall be construed in all respects as
if such invalid or unenforceable matter had been omitted. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company also has entered into indemnification agreements with all of its directors and
executive officers. Those agreements require it to maintain directors&#146; and
officers&#146; liability insurance for their benefit or a substitute for such insurance to
the extent reasonably available, or to indemnify them to the full extent of the insurance
coverage that otherwise would be provided to them. The agreements contemplate
indemnification broader than that expressly provided for in the Michigan Business
Corporation Act, in that they contemplate, when certain conditions are met,
indemnification against judgments and fines (as well as settlement costs) incurred in
proceedings brought by or in the right of the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
209(c) of the Michigan Business Corporation Act also provides that the articles of
incorporation of a Michigan business corporation may contain a provision providing that a
director of the corporation is not personally liable to the corporation or its
shareholders for monetary damages for a breach of the director&#146;s fiduciary duty,
except that such a provision may not eliminate or limit the liability of a director for
any breach of the director&#146;s duty of loyalty to the corporation or its shareholders;
acts or omissions not in good faith or that involve intentional misconduct or knowing
violation of law; a violation of Section 551(1) of the Michigan Business Corporation Act
(which relates to unauthorized dividends or distributions to shareholders and unauthorized
loans); or any transaction from which the director derived an improper personal benefit.
At the 1987 Annual Meeting of its shareholders, The Company&#146;s shareholders approved
an amendment to its Articles of Incorporation to include such a provision, as well as the
above-quoted provisions of Section 2, Article IX. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
a regular basis (and not specifically in connection with this offering), the Company also
maintains insurance against liabilities arising on the part of any of its directors or
officers out of their performance in those capacities or arising on the Company&#146;s
part out of the foregoing indemnification provisions, subject to certain exclusions and to
the policy limits. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<A NAME=A028></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 7. <u>Exemption From
Registration Claimed</U> </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Default" -->
<A NAME=A029></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<A NAME=A030></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 8. <u>Exhibits</u> </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Default" -->
<A NAME=A031></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See Index
to Exhibits. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<A NAME=A032></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9. <u>Undertakings</u> </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
          undersigned registrant hereby undertakes: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 2" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=6%></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               To file, during any period in which offers or sales are being made, a
               post-effective amendment to this registration statement: </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 4" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=12%></TD>
               <TD WIDTH=88%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               To include any prospectus required by Section 10(a)(3) of the Securities Act; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 4" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=12%></TD>
               <TD WIDTH=88%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               To reflect in the prospectus any facts or events arising after the effective
               date of the registration statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent a fundamental change
               in the information set forth in the registration statement.&nbsp; Notwithstanding the
               foregoing, any increase or decrease in volume of securities offered (if the
               total dollar value of securities offered would not exceed that which was
               registered) and any deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
               and price represent no more than a 20 percent change in the maximum aggregate
               offering price set forth in the &#147;Calculation of Registration Fee&#148;
               table in the effective registration statement; and </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 4" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=12%></TD>
               <TD WIDTH=88%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               To include any material information with respect to the plan of distribution not
               previously disclosed in this registration statement or any material change to
               such information in this registration statement; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para Flush Level 2" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement. </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 2" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=6%></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               That, for the purpose of determining any liability under the Securities Act,
               each such post-effective amendment shall be deemed to be a new registration
               statement relating to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial <I>bona fide</I>
               offering thereof. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Level 2" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=6%></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               To remove from registration by means of a post-effective amendment any of the
               securities being registered which remain unsold at the termination of the
               offering. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The undersigned registrant hereby undertakes that, for purposes of determining
          any liability under the Securities Act, each filing of the registrant&#146;s
          annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
          (and, where applicable, each filing of an employee benefit plan&#146;s annual
          report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
          reference in the registration statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering of such
          securities at that time shall be deemed to be the initial <I>bona fide</I>
          offering thereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Insofar as indemnification for liabilities arising under the Securities Act may
          be permitted to directors, officers and controlling persons of the registrant
          pursuant to the foregoing provisions, or otherwise, the registrant has been
          advised that in the opinion of the Commission such indemnification is against
          public policy as expressed in the Securities Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against such
          liabilities (other than the payment by registrant of expenses incurred or paid
          by a director, officer or controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted by such director, officer
          or controlling person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter has been
          settled by controlling precedent, submit to a court of appropriate jurisdiction
          the question whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final adjudication
          of such issue. </FONT></P>

<P STYLE="page-break-after:always">
</P>
<HR SIZE="2" COLOR="Black">


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>SIGNATURES </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act, the Company certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Monroe, State of Michigan, on August 11, 2004. </FONT></P>



<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
     <TH><FONT SIZE="2"></FONT></TH>
     <TH><FONT SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><b>LA-Z-BOY INCORPORATED</b>       <BR>
<BR>
By: <u>/s/ Kurt L. Darrow
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Kurt L.Darrow<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;President and Chief Executive Officer
</FONT></TD></TR>
</TABLE>

<P STYLE="page-break-after:always">
</P>

<br><br><br><br><br>
<HR SIZE="2" COLOR="Black">

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A035></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>POWER OF ATTORNEY</b> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
person whose signature appears below hereby authorizes and appoints Kurt L. Darrow and
David M. Risley as attorneys-in-fact and agents, each acting alone, with full powers of
substitution to sign on his behalf, individually and in the capacities stated below, and
to file any and all amendments, including post-effective amendments, to this registration
statement and other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorneys-in-fact and agents full power and authority to
perform any other act on behalf of the undersigned required to be done. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act, this registration statement has been signed by
the following persons in the capacities indicated as of August 11, 2004. </FONT></P>





<TABLE CELLPADDING="0" CELLSPACING="0" ALIGN="CENTER" WIDTH="100%">
<TR VALIGN="BOTTOM">
     <TH><FONT SIZE="2"></FONT></TH>
     <TH><FONT SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/ P.H. Norton                        <BR>
_______________________________________<BR>
P.H. Norton                            <BR>
Chairman of the Board <br>&nbsp;
</FONT></TD>
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/ J.W. Johnston<BR>
________________________________________<BR>
J.W. Johnston<BR>
Director<br>&nbsp;
</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/ K. L.  Darrow                              <BR>
_______________________________________        <BR>
K.L. Darrow                                    <BR>
President and Chief Executive Officer, Director<br>&nbsp;
</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/ H.G. Levy<BR>
________________________________________<BR>
H.G. Levy<BR>
Director<br>&nbsp;
</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/ D. M. Risley                                 <BR>
_______________________________________          <BR>
D.M. Risley                                      <BR>
Senior Vice President and Chief Financial Officer<br>&nbsp;
</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/ R. E. Lipford<BR>
________________________________________<BR>
R.E. Lipford<BR>
Director<br>&nbsp;
</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/ L.M. Riccio, Jr.                             <BR>
_______________________________________          <BR>
L.M. Riccio, Jr.                                 <BR>
Chief Accounting Officer and Corporate Controller<br>&nbsp;
</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/ D. L. Mitchell<BR>
________________________________________<BR>
D.L. Mitchell<BR>
Director<br>&nbsp;
</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/ J. H. Foss                         <BR>
_______________________________________<BR>
J.H. Foss                              <BR>
Director<br>&nbsp;
</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/ H. O. Petrauskas<BR>
________________________________________<BR>
H.O. Petrauskas<BR>
Director<br>&nbsp;
</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/ D.K. Hehl                          <BR>
_______________________________________<BR>
D.K. Hehl                              <BR>
Director<br>&nbsp;
</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/ J.L. Thompson<BR>
________________________________________<BR>
J.L. Thompson<BR>
Director<br>&nbsp;
</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR>
_______________________________________<BR>
M.R. Martinez<BR>
Director<br>&nbsp;
</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD></TR>
</TABLE>
<br><br>
<HR SIZE="2" COLOR="Black">





<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<A NAME=A036></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>INDEX TO EXHIBITS</b> </FONT></H1>








<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=Bottom>
     <TH COLSPAN="3" ALIGN="Left"><FONT FACE="Times New Roman, Times, Serif" SIZE=1>Exhibit<BR>
No.</FONT><HR WIDTH=85% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN="3" ALIGN="Left"><FONT FACE="Times New Roman, Times, Serif" SIZE=1>Description</FONT><HR WIDTH=80% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=3% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4</FONT></TD>
     <TD WIDTH=1% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=2% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=92% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(not applicable)</FONT></TD>
     <TD WIDTH=1% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=1% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR>
     <TD COLSPAN=6><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.1</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Opinion of Miller, Canfield, Paddock and Stone, P.L.C.</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR>
     <TD COLSPAN=6><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(not applicable)</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR>
     <TD COLSPAN=6><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.1</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Consent of Miller, Canfield, Paddock and Stone, P.L.C. (included in Exhibit 5.1)</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR>
     <TD COLSPAN=6><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.2</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Consent of PricewaterhouseCoopers LLP</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR>
     <TD COLSPAN=6><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>24</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Power of Attorney (included in the signature page to this registration Statement)</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
</TABLE>

<br><br><br><br>

<!-- MARKER PAGE="sheet: 2; page: 2" -->
<HR SIZE=2 COLOR=black NOSHADE>



<!-- MARKER FORMAT-SHEET="Head Right" FSL="Default" -->
<A NAME=A039></A>
<P ALIGN="Right"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Exhibit 5.1</b> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<A NAME=A040></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[MILLER, CANFIELD,
PADDOCK AND STONE, P.L.C.] </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A041></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>August 12, 2004 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A042></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>La-Z-Boy Incorporated
<BR>1284 North Telegraph Road <BR>Monroe, Michigan 48162-3390 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A043></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Attn: Board of Directors </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Center Underline" FSL="Default" -->
<A NAME=A044></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Re:&nbsp;&nbsp; <u>Registration
Statement on Form S-8</U> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A045></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Gentlemen: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with the registration of 5,000,000 shares of the Company&#146;s Common Stock,
par value $1.00 per share (the &#147;Shares&#148;), to be issued pursuant to the La-Z-Boy
Incorporated 2004 Long-Term Incentive Equity Award Plan (the &#147;Plan&#148;), under the
Securities Act of 1933, as amended (the &#147;Act&#148;), by La-Z-Boy Incorporated, a
Michigan corporation (the &#147;Company&#148;), on Form S-8 to be filed with the
Securities and Exchange Commission (the &#147;Registration Statement&#148;), you have
requested our opinion with respect to the matters set forth below. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
our capacity as your counsel in connection with such registration, we are familiar with
the proceedings taken, and proposed to be taken, by the Company in connection with the
authorization, issuance and sale of the Shares and, for the purposes of this opinion, have
assumed such proceedings will be timely completed in the manner presently proposed. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
such counsel, we have examined such matters of fact and questions of law considered
appropriate for purposes of rendering the opinions expressed below. In our examination, we
have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to authentic original documents of all
documents submitted to us as copies. With your consent we have relied upon certificates of
an officer of the Company and others with respect to certain factual matters. We have not
independently verified such factual matters. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
are opining herein as to the effect on the subject transaction of only the law of the
State of Michigan, including statutory and reported decisional law thereunder, and we
express no opinion with respect to the applicability thereto or the effect thereon of any
other laws or as to any matters of municipal law or any other local agencies within any
state. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to the foregoing and in reliance thereon, it is our opinion that, upon the issuance and
sale of the Shares in the manner contemplated by the Registration Statement and in
accordance with the terms of the Plan, and subject to the Company completing all action
and proceedings required on its part to be taken prior to the issuance of the Shares
pursuant to the terms of the Plan and the Registration Statement, including, without
limitation, collection of any required payment for the Shares, the Shares will be validly
issued, fully paid, and nonassessable securities of the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent"  -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
consent to your filing this opinion as an exhibit to the Registration Statement. In giving
this consent, we do not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of the
Commission. </FONT></P>




<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
     <TH><FONT SIZE="2"></FONT></TH>
     <TH><FONT SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Very truly yours,<BR>
<BR>
<u>/s/ Miller, Canfield, Paddock and Stone, P.L.C.</U><BR>

Miller, Canfield, Paddock and Stone, P.L.C.
</FONT></TD></TR>
</TABLE>


<br><br><br>


<!-- MARKER PAGE="sheet: 3; page: 3" -->
<HR SIZE=2 COLOR=black NOSHADE>


<!-- MARKER FORMAT-SHEET="Head Right" FSL="Default" -->
<A NAME=A047></A>
<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Exhibit 23.2</b> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<A NAME=A048></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b><u>CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM </u></b></FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We hereby
consent to the incorporation by reference in this Registration Statement on Form S-8 of our report
dated May 25, 2004, relating to the financial statements and financial statement schedule of La-Z-Boy Incorporated,
which appears in La-Z-Boy Incorporated's Annual Report
on Form 10-K for the year ended April 24, 2004. </FONT></P>


<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
     <TH><FONT SIZE="2"></FONT></TH>
     <TH><FONT SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><u>/s/PricewaterhouseCoopers LLP</u><BR><br>
PricewaterhouseCoopers LLP<BR>
Toledo, Ohio<BR>
August 12, 2004
</FONT></TD>
     <TD WIDTH="50%">&nbsp;</TD></TR>
</TABLE>





</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "incentiveplan.htm", "secsgml_size_bytes": 71864}]
{"company-data": {"conformed-name": "LA-Z-BOY INC", "cik": "0000057131", "assigned-sic": "2510", "irs-number": "380751137", "state-of-incorporation": "MI", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118167", "film-number": "04970374"}, "business-address": {"street1": "1284 N TELEGRAPH RD", "city": "MONROE", "state": "MI", "zip": "48162", "phone": "7342414414"}, "mail-address": {"street1": "1284 N TELEGRAPH RD", "city": "MONROE", "state": "MI", "zip": "48162"}, "former-company": {"former-conformed-name": "LA Z BOY CHAIR CO", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on August, 12, 2004
Registration No.  333-
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
LA-Z-BOY INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Michigan
38-0751137
(State of Incorporation
(I.R.S. Employer
or Organization)
Identification Number)
1284 North Telegraph
Road
Monroe, Michigan
48162-3390
(Address of Principal
Executive Offices including Zip Code)
La-Z-Boy Incorporated
2004 Long-Term Equity Award Plan
(Full Title of the Plan)
Copy to:
James P. Klarr
Kent E. Shafer
Secretary and Corporate Counsel
MILLER, CANFIELD, PADDOCK
LA-Z-BOY INCORPORATED
AND STONE, P.L.C.
1284 North Telegraph Road
150 West Jefferson Avenue
Monroe, Michigan 48162-33906
Detroit, Michigan 48226
(734) 241-3351
(313) 496-7570
(Name and Address,
Including Zip Code, and Telephone Number,
Including Area Code, of
Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of
Securities to Be
Registered
Amount
to Be
Registered
Maximum
Offering Price
Per Share (1)
Maximum
Aggregate
Offering Price (1)
Amount of
Registration
Fee
Common Stock,
$1.00 par value
5,000,000 shares
     (2)
$     
     16.37
$     81,850,000
$    10,370
(1)
Estimated solely for the purposes of calculating the registration fee pursuant
          to Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on
          the average of the high and low sales price of La-Z-Boy Incorporated Common
          Stock, as reported on the New York Stock Exchange on August 11, 2004.
(2)
In the event of a stock split, stock dividend, or similar transaction involving
          the Registrant's Common Stock, the number of shares registered hereby shall
          automatically be increased to cover the additional shares in accordance with
          Rule 416(a) under the Securities Act of 1933, as amended.
As
soon as practicable after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
The
information called for in Part I of the Form S-8 is not being filed with or included in
this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules
and regulations of the Securities and Exchange Commission (the "Commission").
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents
by Reference
The
following documents filed by us with the Commission are incorporated herein by reference:
(a)       
          The description of the Company's Common Stock, par value $1.00 per share,
          contained in its Registration Statement on Form 8-A dated
          August 5, 1987 (Registration No. 1-9656);
(b)       
          The Company's Annual Report on Form 10-K for the fiscal year ended April
          24, 2004 (File No. 1-9656);
(c)       
          The Company's Quarterly Report on Form 10-Q for the quarterly period ended
          July 24, 2004 (File No. 1-9656);
(d)       
          The Company's Current Report on Form 8-K filed with the Commission on May
          4, 2004 (File No. 1-9656); and
(e)       
          The Company's Current Report on form 8-K filed with the Commission on May
          25, 2004 (File No. 1-9656).
In
addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date of this registration statement and prior to the
filing of a post-effective amendment which indicates that all securities offered have been
sold or which reregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part of it from the
respective dates of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4.
Description of
Securities
Not
applicable.
Item 5.
Interest of
named Experts and Counsel
Not
applicable.
Item 6.
Indemnification
of Directors and Officers
The
Company is a Michigan business corporation. The Michigan Business Corporation Act, which
governs the registrant, permits it to indemnify any person who was, is or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative and whether formal or informal, other
than an action, suit or proceeding by or in the right of the Company, by reason of the
fact that he or she is or was a director, officer, employee, or agent of La-Z-Boy, or is
or was serving at its request as a director, officer, partner, trustee, employee, or agent
of another corporation, partnership, joint venture, trust, or other enterprise (including
any employee benefit plan) against expenses (including attorney fees) and judgments,
penalties, fines, and amounts paid in settlement that are actually and reasonably incurred
by him or her in connection with the action, suit, or proceeding, if the indemnified
person acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company or its shareholders, and with respect to a
criminal action or proceeding, if he or she had no reasonable cause to believe his or her
conduct was unlawful. The Michigan Business Corporation Act also permits the Company to
indemnify any person who is or was a party or is threatened to be made a party to any
action, suit or proceeding by or in the right of the Company by reason of that fact that
he or she is or was a director, officer, employee, or agent of the Company (or is or was
serving at its request in one of the other capacities described above) against expenses
(including attorney's fees) and amounts paid in settlement that are actually and
reasonably incurred by him or her in connection with the action, suit, or proceeding, if
the indemnified person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company or its shareholders, except
that no indemnification may be made for a claim, issue, or matter in which the indemnified
person has been found liable to the Company except for any indemnification against
expenses that may be ordered by the court.
Section 2 of
Article IX of the registrant's articles of incorporation provides for mandatory
indemnification of its directors and officers and permits indemnification of other
parties, as follows:
Section
2. Indemnification. The Corporation shall indemnify any of its directors and officers and
may indemnify any of its employees and agents (in each case including such person's
heirs, executors, administrators and legal representatives) who are made or threatened to
be made a party to an action, suit or proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation or serves or served at the request of the Corporation
as a director, officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, whether for profit or
not, to the fullest extent authorized or permitted under the Act or other applicable law,
as the same presently exist or may hereafter be amended, but in the case of any such
amendment, only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than authorized or permitted before such amendment. Without
limiting the generality of the foregoing, the following provisions, except to the extent
they limit the indemnity which may be provided pursuant to the foregoing, shall apply:
2.1
— Indemnification of Directors and Officers: Claims by Third Parties. The Corporation
shall to the fullest extent authorized or permitted by the Act or other applicable law, as
the same presently exist or may hereafter be amended, but, in the case of any such
amendment, only to the extent such amendment permits the Corporation to provide broader
indemnification rights than before such amendment, indemnify a director or officer (the
"Indemnitee") who was or is a party or is threatened to be made a party to a
threatened, pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal, other than an action by
or in the right of the Corporation, by reason of the fact that he or she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust, or other
enterprise, whether for profit or not, against expenses, including attorneys' fees,
judgements, penalties, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding, if the
Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation or its shareholders, and with respect
to a criminal action or proceeding, if the Indemnitee had no reasonable cause to believe
his or her conduct was unlawful. The termination of an action, suit or proceeding by
judgement, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the Indemnitee did not act in
good faith and in a manner which he or she reasonably believed to be in or not opposed to
the best interests of the Corporation or its shareholders, and with respect to a criminal
action or proceeding, has reasonable cause to believe that his or her conduct was
unlawful.
2.2
— Indemnification of Directors and Officers: Claims Brought By or In the Right of the
Corporation. The Corporation shall, to the fullest extent authorized or permitted by the
Act or other applicable law, as the same presently exist or may hereafter be amended, but,
in the case of any such amendment, only to the extent such amendment permits the
Corporation to provide broader indemnification rights than before such amendment,
indemnify a director or officer (the "Indemnitee") who was or is a party to or
is threatened to be made a party to a threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation, partnership, joint
venture, trust, or other enterprise, whether for profit or not, against expenses,
including actual and reasonable attorneys' fees, and amounts paid in settlement
incurred by the Indemnitee in connection with the action or suit, if the Indemnitee acted
in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed
to the best interests of the Corporation or its shareholders. However, indemnification
shall not be made under this subsection 2.2 for claim, issue, or matter in which the
Indemnitee has been found liable to the Corporation unless and only to the extent that the
court in which the action or suit was brought has determined upon application that,
despite the adjudication of liability but in view of all circumstances of the case, the
Indemnitee is fairly and reasonably entitled to indemnification for the expenses which the
court considers proper.
2.3
— Actions Brought by the Indemnitee. Notwithstanding the provisions of subsections
2.1 and 2.2 the Corporation shall not be required to indemnify an Indemnitee in connection
with an action, suit, proceeding or claim (or part thereof) brought or made by such
Indemnitee, unless such action, suit, proceeding or claim (or part thereof): (i) was
authorized by the Board of Directors of the Corporation: or (ii) was brought or made to
enforce this Section 2 and the Indemnitee has been successful in such action, suit,
proceeding or claim (or part thereof).
2.4
— Approval of Indemnification. An indemnification under subsections 2.1 or 2.2
hereof, unless ordered by a court, shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the Indemnitee is proper in
the circumstances because such Indemnitee has met the applicable standard of conduct set
forth in subsections 2.1 or 2.2 as the case may be. This determination shall be made in
any of the following ways:
(a)
By
a majority vote of a quorum of the Board consisting of directors who were         not
parties to the action, suit, or proceeding.
(b)
If
the quorum described in subdivision (a) is not obtainable, then by a     majority vote of
a committee of directors who are not parties to the action. The     committee shall
consist of not less than three (3) disinterested directors.
(c)
By
independent legal counsel in a written opinion.
(d)
By
the shareholders.
2.5
— Advancement of Expenses. Expenses incurred in defending a civil or criminal action,
suit, or proceeding described in subsections 2.1 or 2.2 above shall be paid by the
Corporation in advance of the final disposition of the action, suit, or proceeding upon
receipt of an undertaking by or on behalf of the Indemnitee to repay the expenses if it is
ultimately determined that the Indemnitee is not entitled to be indemnified by the
Corporation. The under taking shall be by unlimited general obligation of the person on
whose behalf advances are made but need not be secured.
2.6
— Partial Indemnification. If an Indemnitee is entitled to indemnification under
subsections 2.1 or 2.2 for a portion of expenses including attorneys' fees,
judgments, penalties, fines, and amounts paid in settlement, but not for the total amount
thereof, the Corporation shall indemnify the Indemnitee for the portion of the expenses,
judgments, penalties, fines, or amounts paid in settlement for which the Indemnitee is
entitled to be indemnified.
2.7
— Indemnification of Employees and Agents. Any person who is not covered by the
foregoing provisions of this Section 2 and who is or was an employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or not, may be
indemnified to the fullest extent authorized or permitted by the Act or other applicable
law, as the same exist or may hereafter be amended, but, in the case of any such
amendment, only to the extent such amendment permits the Corporation to provide broader
indemnification rights than before such amendment, but in any event only to the extent
authorized at any time or from time to time by the Board of Directors.
2.8
— Other Rights of Indemnification. The indemnification or advancement of expenses
provided under subsections 2.1 through 2.7 is not exclusive of other rights to which a
person seeking indemnification or advancement of expenses may be entitled under the
Articles of Incorporation or Bylaws, or an agreement. However, the total amount of
expenses advanced or indemnified from all sources combined shall not exceed the amount of
actual expenses incurred by the person seeking indemnification or advancement of expenses.
The indemnification provided for in subsections 2.1 through 2.7 continues as to a person
who ceases to be a director, officer, employee, or agent and shall inure to the benefit of
the heirs, executors, and administrators of the person.
2.9
— Definitions. "Other enterprise" shall include employee benefit plans;
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and "serving at the request of the Corporation" shall
include any service as a director, officer, employee, or agent of the Corporation which
imposes duties on, or involves services by, the director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he or she reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be considered to have
acted in a manner "not opposed to the best interests of the Corporation or its
shareholders" as referred to in subsections 2.1 and 2.2.
2.10
— Liability Insurance. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, whether for profit or not, against any liability
asserted against and incurred by such person in any such capacity or arising out of such
person's status as such, regardless of whether or not the Corporation would have the
power to indemnify such person against such liability under the pertinent provisions of
the Act.
2.11
— Enforcement. If a claim under this Section 2 is not paid in full by the Corporation
within thirty days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim, and if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which makes it permissible under the Act for the
Corporation to indemnify the claimant for the amount claimed, but the burden of providing
such defense shall be on the Corporation. Neither failure of the Corporation (including
the Board of Directors, a committee thereof, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because such claimant has
met the applicable standard of conduct set forth in the Act nor an actual determination by
the Corporation (including the Board of Directors, a committee thereof, independent legal
counsel or its shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
2.12
— Contract with the Corporation. The right to indemnification conferred in this
Section 2 shall be deemed to be a contract right between the Corporation and each director
or officer who serves in any such capacity at any time while this Section 2 is in effect
and any repeal or modification of this Section 2 shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore existing
or any action, suit or proceeding theretofore or thereafter brought or threatened based in
whole or in part upon any such state of facts.
2.13
— Application to a Resulting or Surviving Corporation or Constituent Corporation. The
definition for "corporation" found in Section 569 of the Act, as the same exists
or may hereafter be amended is, and shall be, specifically excluded form application to
this Section 2. The indemnification and other obligations set forth in this Section 2 of
the Corporation shall be binding upon any resulting or surviving corporation after any
merger of consolidation with the Corporation. Notwithstanding any thing to the contrary
contained herein or in Section 569 of the Act, no person shall be entitled to the
indemnification and other rights set forth in this Section 2 for acting as a director or
officer of another corporation prior to such other corporation entering into a merger or
consolidation with the Corporation.
2.14
— Severability. Each and every paragraph, sentence, term and provision of this
Section 2 shall be considered severable in that, in the event that a court finds any
paragraph, sentence, term or provision to be invalid or unenforceable, the validity and
enforceability, operation, or effect of the remaining paragraphs, sentences, terms or
provisions shall not be affected, and this Section 2 shall be construed in all respects as
if such invalid or unenforceable matter had been omitted.
The
Company also has entered into indemnification agreements with all of its directors and
executive officers. Those agreements require it to maintain directors' and
officers' liability insurance for their benefit or a substitute for such insurance to
the extent reasonably available, or to indemnify them to the full extent of the insurance
coverage that otherwise would be provided to them. The agreements contemplate
indemnification broader than that expressly provided for in the Michigan Business
Corporation Act, in that they contemplate, when certain conditions are met,
indemnification against judgments and fines (as well as settlement costs) incurred in
proceedings brought by or in the right of the Company.
Section
209(c) of the Michigan Business Corporation Act also provides that the articles of
incorporation of a Michigan business corporation may contain a provision providing that a
director of the corporation is not personally liable to the corporation or its
shareholders for monetary damages for a breach of the director's fiduciary duty,
except that such a provision may not eliminate or limit the liability of a director for
any breach of the director's duty of loyalty to the corporation or its shareholders;
acts or omissions not in good faith or that involve intentional misconduct or knowing
violation of law; a violation of Section 551(1) of the Michigan Business Corporation Act
(which relates to unauthorized dividends or distributions to shareholders and unauthorized
loans); or any transaction from which the director derived an improper personal benefit.
At the 1987 Annual Meeting of its shareholders, The Company's shareholders approved
an amendment to its Articles of Incorporation to include such a provision, as well as the
above-quoted provisions of Section 2, Article IX.
On
a regular basis (and not specifically in connection with this offering), the Company also
maintains insurance against liabilities arising on the part of any of its directors or
officers out of their performance in those capacities or arising on the Company's
part out of the foregoing indemnification provisions, subject to certain exclusions and to
the policy limits.
Item 7.
Exemption From
Registration Claimed
Not
applicable.
Item 8.
Exhibits
See Index
to Exhibits.
Item 9.
Undertakings
(a)        The
          undersigned registrant hereby undertakes:
(1)       
               To file, during any period in which offers or sales are being made, a
               post-effective amendment to this registration statement:
(i)       
               To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)       
               To reflect in the prospectus any facts or events arising after the effective
               date of the registration statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent a fundamental change
               in the information set forth in the registration statement.  Notwithstanding the
               foregoing, any increase or decrease in volume of securities offered (if the
               total dollar value of securities offered would not exceed that which was
               registered) and any deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
               and price represent no more than a 20 percent change in the maximum aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table in the effective registration statement; and
(iii)       
               To include any material information with respect to the plan of distribution not
               previously disclosed in this registration statement or any material change to
               such information in this registration statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2)       
               That, for the purpose of determining any liability under the Securities Act,
               each such post-effective amendment shall be deemed to be a new registration
               statement relating to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)       
               To remove from registration by means of a post-effective amendment any of the
               securities being registered which remain unsold at the termination of the
               offering.
(b)       
          The undersigned registrant hereby undertakes that, for purposes of determining
          any liability under the Securities Act, each filing of the registrant's
          annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
          (and, where applicable, each filing of an employee benefit plan's annual
          report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
          reference in the registration statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering of such
          securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c)       
          Insofar as indemnification for liabilities arising under the Securities Act may
          be permitted to directors, officers and controlling persons of the registrant
          pursuant to the foregoing provisions, or otherwise, the registrant has been
          advised that in the opinion of the Commission such indemnification is against
          public policy as expressed in the Securities Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against such
          liabilities (other than the payment by registrant of expenses incurred or paid
          by a director, officer or controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted by such director, officer
          or controlling person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter has been
          settled by controlling precedent, submit to a court of appropriate jurisdiction
          the question whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final adjudication
          of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Company certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Monroe, State of Michigan, on August 11, 2004.
LA-Z-BOY INCORPORATED
By:
/s/ Kurt L. Darrow
Kurt L.Darrow
President and Chief Executive Officer
POWER OF ATTORNEY
Each
person whose signature appears below hereby authorizes and appoints Kurt L. Darrow and
David M. Risley as attorneys-in-fact and agents, each acting alone, with full powers of
substitution to sign on his behalf, individually and in the capacities stated below, and
to file any and all amendments, including post-effective amendments, to this registration
statement and other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorneys-in-fact and agents full power and authority to
perform any other act on behalf of the undersigned required to be done.
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by
the following persons in the capacities indicated as of August 11, 2004.
/s/ P.H. Norton
_______________________________________
P.H. Norton
Chairman of the Board
/s/ J.W. Johnston
________________________________________
J.W. Johnston
Director
/s/ K. L.  Darrow
_______________________________________
K.L. Darrow
President and Chief Executive Officer, Director
/s/ H.G. Levy
________________________________________
H.G. Levy
Director
/s/ D. M. Risley
_______________________________________
D.M. Risley
Senior Vice President and Chief Financial Officer
/s/ R. E. Lipford
________________________________________
R.E. Lipford
Director
/s/ L.M. Riccio, Jr.
_______________________________________
L.M. Riccio, Jr.
Chief Accounting Officer and Corporate Controller
/s/ D. L. Mitchell
________________________________________
D.L. Mitchell
Director
/s/ J. H. Foss
_______________________________________
J.H. Foss
Director
/s/ H. O. Petrauskas
________________________________________
H.O. Petrauskas
Director
/s/ D.K. Hehl
_______________________________________
D.K. Hehl
Director
/s/ J.L. Thompson
________________________________________
J.L. Thompson
Director
_______________________________________
M.R. Martinez
Director
INDEX TO EXHIBITS
Exhibit
No.
Description
4
(not applicable)
5.1
Opinion of Miller, Canfield, Paddock and Stone, P.L.C.
15
(not applicable)
23.1
Consent of Miller, Canfield, Paddock and Stone, P.L.C. (included in Exhibit 5.1)
23.2
Consent of PricewaterhouseCoopers LLP
24
Power of Attorney (included in the signature page to this registration Statement)
Exhibit 5.1
[MILLER, CANFIELD,
PADDOCK AND STONE, P.L.C.]
August 12, 2004
La-Z-Boy Incorporated
1284 North Telegraph Road
Monroe, Michigan 48162-3390
Attn: Board of Directors
Re:
Registration
Statement on Form S-8
Gentlemen:
In
connection with the registration of 5,000,000 shares of the Company's Common Stock,
par value $1.00 per share (the "Shares"), to be issued pursuant to the La-Z-Boy
Incorporated 2004 Long-Term Incentive Equity Award Plan (the "Plan"), under the
Securities Act of 1933, as amended (the "Act"), by La-Z-Boy Incorporated, a
Michigan corporation (the "Company"), on Form S-8 to be filed with the
Securities and Exchange Commission (the "Registration Statement"), you have
requested our opinion with respect to the matters set forth below.
In
our capacity as your counsel in connection with such registration, we are familiar with
the proceedings taken, and proposed to be taken, by the Company in connection with the
authorization, issuance and sale of the Shares and, for the purposes of this opinion, have
assumed such proceedings will be timely completed in the manner presently proposed.
As
such counsel, we have examined such matters of fact and questions of law considered
appropriate for purposes of rendering the opinions expressed below. In our examination, we
have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to authentic original documents of all
documents submitted to us as copies. With your consent we have relied upon certificates of
an officer of the Company and others with respect to certain factual matters. We have not
independently verified such factual matters.
We
are opining herein as to the effect on the subject transaction of only the law of the
State of Michigan, including statutory and reported decisional law thereunder, and we
express no opinion with respect to the applicability thereto or the effect thereon of any
other laws or as to any matters of municipal law or any other local agencies within any
state.
Subject
to the foregoing and in reliance thereon, it is our opinion that, upon the issuance and
sale of the Shares in the manner contemplated by the Registration Statement and in
accordance with the terms of the Plan, and subject to the Company completing all action
and proceedings required on its part to be taken prior to the issuance of the Shares
pursuant to the terms of the Plan and the Registration Statement, including, without
limitation, collection of any required payment for the Shares, the Shares will be validly
issued, fully paid, and nonassessable securities of the Company.
We
consent to your filing this opinion as an exhibit to the Registration Statement. In giving
this consent, we do not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ Miller, Canfield, Paddock and Stone, P.L.C.
Miller, Canfield, Paddock and Stone, P.L.C.
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We hereby
consent to the incorporation by reference in this Registration Statement on Form S-8 of our report
dated May 25, 2004, relating to the financial statements and financial statement schedule of La-Z-Boy Incorporated,
which appears in La-Z-Boy Incorporated's Annual Report
on Form 10-K for the year ended April 24, 2004.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Toledo, Ohio
August 12, 2004