FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) is entered into as of April 1, 2008, by and among LA-Z-BOY INCORPORATED, a Michigan corporation (“ Parent ”), KINCAID FURNITURE COMPANY, INCORPORATED, a Delaware corporation, ENGLAND, INC., a Michigan corporation, BAUHAUS U.S.A., INC., a Mississippi corporation, LA-Z-BOY CANADA LIMITED, an Ontario corporation, LA-Z-BOY GREENSBORO, INC., a North Carolina corporation, and LZB MANUFACTURING, INC., a Michigan corporation (collectively, the “ Borrowers ” and each, a “ Borrower ”), the Lenders party hereto and WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), as administrative agent (the “ Agent ”).

WHEREAS, the Borrowers, the Subsidiary Guarantors, the Lenders and the Agent are parties to that certain Credit Agreement dated as of February 6, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement), pursuant to which the Lender Group has agreed to make the Revolving Credit Commitments and other financial accommodations available to the Borrowers from time to time pursuant to the terms and conditions thereof;

WHEREAS, the Borrowers have requested that Section 12.3 of the Credit Agreement, Limitations on Loans, Advances, Investments and Acquisitions , be amended, and the Lenders and the Agent have agreed to the requested amendment on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.            Amendment to the Credit Agreement .  Section 12.3 of the Credit Agreement, Limitations on Loans, Advances, Investments and Acquisitions , is hereby modified and amended by (a) deleting the “or” after the end of subclause (ii) of clause (c) of such Section and in place thereof inserting “,” and (b) deleting the “;” after the end of subclause (iii) of clause (c) of such Section and in place thereof inserting the following:

“or (iv) the guaranty by the Parent in favor of Parques Industriales Amistad, S.A. de C.V., under which the Parent has agreed to guarantee the obligations of La-Z-Boy Muebles, S. de R.L. de C.V., a Wholly-Owned Subsidiary, under a build-to-suit lease between La-Z-Boy Muebles, S. de R.L. de C.V. and Parques Industriales Amistad, S.A. de C.V. for a manufacturing facility of approximately 689,338.07 square feet to be located in Coahuila, Mexico, so long as such guaranty and such lease are in form and substance reasonably satisfactory to the Agent;”

2.            No Other Amendments or Waivers .  Except in connection with the amendment set forth above, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders under the Credit Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any of the other Loan Documents.  Except for the amendment set forth above, the text of the Credit Agreement and all other Loan Documents shall remain unchanged and in full force and effect and the Borrowers hereby ratify and confirm their respective obligations thereunder.  This Amendment shall not constitute a modification of the Credit Agreement or any of the other Loan Documents or a course of dealing with the Agent or the Lenders at variance with the Credit Agreement or the other Loan Documents such as to require further notice by the Agent or the Lenders to require strict compliance with the terms of the Credit Agreement and the other Loan Documents in the future, except as expressly set forth herein.  The Borrowers acknowledge and expressly agree that the Agent and the Lenders reserve the right to, and do in fact, require strict compliance with all terms and provisions of the Credit Agreement and the other Loan Documents, as amended herein.  The Borrowers have no knowledge of any challenge to the Agent’s or any Lender’s claims arising under the Loan Documents, or to the effectiveness of the Loan Documents.

3.            Conditions Precedent to Effectiveness .  This Amendment shall become effective as of the date hereof when, and only when the Agent shall have received counterparts of this Amendment executed by the Borrowers, the Agent and the Required Lenders.

4.            Representations and Warranties of the Borrowers .  In consideration of the execution and delivery of this Amendment by the Agent and the Lenders, each Borrower hereby represents and warrants in favor of the Lender Group as follows:

(a)  &n