INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “ Agreement ”) is made as of the 15th day of January 2009, by and between La-Z-Boy Incorporated, a Michigan corporation (the “ Corporation ”), and [Name of Director] (the “ Indemnitee ”).

Indemnitee is a member of the Board of Directors and as such performs a valuable service for the Corporation. To induce Indemnitee to continue to serve on the Board of Directors, the Corporation has agreed to provide to Indemnitee the indemnifications and other rights described herein.

The Corporation’s Articles of Incorporation and Bylaws require indemnification of the officers and directors of the Corporation. The Corporation enters into this Agreement pursuant to the Corporation’s Articles of Incorporation and Bylaws and the provisions of the Michigan Business Corporation Act (the “ Act ”).

This Agreement is a supplement to and in furtherance of the Articles of Incorporation and Bylaws of the Corporation and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Indemnitee does not regard the protection available under the Corporation’s Articles of Incorporation, Bylaws and insurance as adequate in the present circumstances, and may not be willing to continue to serve as a director without adequate protection, and the Corporation desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Corporation on the condition that he be so indemnified.

THEREFORE, in consideration of the foregoing, the service of Indemnitee after the date of this Agreement and the terms and conditions set forth herein, the parties agree as follows:

Section 1. Indemnification for 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 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 Indemnitee 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, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the action, suit, or proceeding.

Section 2. Indemnification for 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 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 Indemnitee 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 Indemnitee in connection with the action or suit.

Section 3. Other Rights of Indemnification .

A. The indemnification and advancement of expenses provided in this Agreement are not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Act, Articles of Incorporation, Bylaws, or other 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.

B. Notwithstanding any other provision of this Agreement, the Corporation hereby indemnifies and holds Indemnitee harmless for all reasonable expenses in connection with the preparation to serve or service as a witness in any claim in which Indemnitee is not a party, if such actual or proposed service arose by reason of the fact that Indemnitee 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 employee benefit plan.

Section 4. Actions Brought by Indemnitee .

Notwithstanding the provisions of Sections 1 and 2 of this Agreement, 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 except as otherwise provided herein with respect to the enforcement of this Agreement, unless such action, suit, proceeding or claim (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 5. Court Approval .

Indemnification shall not be made under Section 2 for a claim, issue, or matter in which Indemnitee has been adjudged liable to the Corporation unless and only to the extent that in the final disposition of the action, suit or proceeding by 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, Indemnitee is fairly and reasonably entitled to indemnification for expenses incurred.

Section 6. Partial Indemnification .

If an Indemnitee is entitled to indemnification under either Section 1 or Section 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 Indemnitee for the portion of the expenses, judgments, penalties, fines or amounts paid in settlement for which Indemnitee is entitled to be indemnified.

Section 7. Continuation and Termination of Indemnity .

The indemnification provided for in this Agreement continues as to Indemnitee after Indemnitee ceases to be a director, officer, employee or agent and shall inure to the benefit of the heirs, personal representatives and administrators of Indemnitee. The obligations of the Corporation hereunder shall continue during the period Indemnitee is a director, officer, employee or agent of the Corporation, or is serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and continue thereafter so long as Indemnitee may be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact of his or her service in any such capacity, but in no event for less than ten (10) years. Notwithstanding anything herein to the contrary, in the event that Indemnitee is removed as a director of the Corporation by the Corporation’s shareholders for cause or by court order for cause, in either case, within the meaning and as provided in, Sections 511 and 514 of the Act, then this Agreement shall terminate immediately and be of no further force or effect.

Section 8. Notification and Defense of Claim .

With respect to any claim to be made hereunder for indemnification:

A. Indemnitee shall promptly provide written notice to the Corporation of any action, suit or proceeding; provided , however , the failure to do so will not relieve the Corporation from any liability arising hereunder.

B. Indemnitee shall provide to the Corporation, upon advance request, any documentation or information available to Indemnitee and necessary or useful to the Corporation with respect to any such claim for indemnification.

C. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation: (a) the Corporation will be entitled to participate therein at its own expense; and (b) except as otherwise provided below, to the extent that it may wish, the Corporation, jointly with any other indemnifying party or otherwise, will be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. The Corporation shall give Indemnitee written notice of its election to assume the defense thereof within (30) days after a written claim has been received by the Corporation, and thereafter it shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Such assumption of the defense by the Corporation shall constitute its acknowledgement that this Agreement, and the rights and benefits of Indemnitee h