Executive Deferred Compensation Plan – La-Z-Boy Inc.

2005 Executive Deferred Compensation Plan

Effective January 1, 2005

Amended and Restated effective November 18, 2008

Table of Contents

Preamble		1

Section I : Definitions		1

Section II : Eligibility and Participation		6

Section III : Contributions and Deferral Elections		7

Section IV – Accounts		10

Section V : Vesting		12

Section VI : Distribution of Benefits		13

Section VII : Funding		16

Section VIII : Plan Administration		17

Section IX – Amendment and Discontinuance		20

Section X : General Provisions		20

2005 La-Z-Boy Incorporated

Executive Deferred Compensation Plan

Preamble

WHEREAS, La-Z-Boy Incorporated (“Company”) previously established and
maintained the La-Z-Boy Incorporated Executive Deferred Compensation Plan, a
nonqualified deferred compensation plan, last amended and restated effective
August 1, 2002 (and herein called the “Prior Plan”);

WHEREAS, the Prior Plan was “frozen” effective December 31, 2004;

WHEREAS, the Company desires to continue providing competitive total
compensation to its Eligible Employees so the Company can attract and retain the
executive talent necessary to drive the success of the Company;

WHEREAS, the Company and its subsidiaries have established qualified
retirement plans which include nondiscrimination and coverage limitations as
imposed under §401(k), §401(m) and §410(b) of the Internal Revenue Code as well
as maximum benefit limitations imposed by §402(g), §415 and §401(a)(17) of the
Internal Revenue Code which may limit the maximum contributions and benefits
which may be made to the tax qualified plans on behalf of some Eligible
Employees of the Company; and

WHEREAS, the Company desires to provide a tax-deferred capital accumulation
opportunity to a select group of management or highly compensated Employees
through the deferral of compensation in order to encourage the Employees to
maintain a long-term relationship with the Company and provide flexibility to
the Employee in his financial planning.

THEREFORE, the Company hereby establishes the 2005 La-Z-Boy Incorporated
Executive Deferred Compensation Plan (“Plan”) effective January 1, 2005.

Section I – Definitions

As used in this Plan, the following terms shall have the meanings hereinafter
set forth. The masculine pronoun shall be deemed to include the feminine, and
the singular number shall be deemed to include the plural, and vice versa,
unless a different meaning is plainly required by the context.

1.1	“Account” means an account established on the books of the Company for a Participant credited with an allocation hereunder.

1.2

“Annual Election Period” means the period specified by the
Committee which ends no later than (a) the last day of the calendar year prior
to the Plan Year during which Compensation to be deferred is expected to be
earned and/or (b) six months prior to the end of the performance period with
respect to which Incentive Compensation may be awarded.

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1.3

“Base Compensation” means the Participant153s annual base
salary, excluding bonus, commissions, incentive and all other remunerations for
services rendered to the Company and prior to reduction for any salary
contributions to a plan established pursuant to §125 of the Code or qualified
pursuant to §401(k) of the Code.

1.4

“Beneficiary” means any person(s) designated in writing (on
the form approved by the Committee) by a Participant to receive payment under
this Plan in the event of the Participant’s death. In the event the Participant
has designated no beneficiary (or if the designated beneficiary has predeceased
the Participant), Beneficiary shall mean the Participant’s estate.

1.5	“Board” means the Board of Directors of La-Z-Boy Incorporated.

1.6

“Change in Control” means a change in the ownership or
effective control of the Company or in the ownership of a substantial portion of
the assets of the Company, as more fully described in attached Exhibit A, which
shall be interpreted in accordance with Code §409A(a)(2)(A)(v) and regulations
and other guidance thereunder.

1.7	“Code” means the Internal Revenue Code of 1986, as amended.

1.8	“Committee” means the group charged with administration of the Plan and having the powers provided in Section VIII and shall consist of the Compensation Committee of the Board of Directors.

1.9	“Company” means La-Z-Boy Incorporated, a Michigan Corporation, and its successors and assigns.

1.10	“Company Contribution Account” means the bookkeeping account maintained by the Company for each Participant that is credited with an amount equal to the Company Discretionary Contribution, the Company Matching Contribution and earnings and losses on such amounts pursuant to Section 4.2.

1.11

“Company Discretionary Contribution” means such
discretionary amount, contributed by the Company to a Participant153s Company
Contribution Account for a Plan Year. Such amount shall generally represent, but
may not necessarily be, the amount of profit sharing or discretionary
contribution, which cannot be contributed to a qualified retirement plan and may
differ from Participant to Participant both in amount, (including no
contribution) and as a percentage of Compensation.

1.12	“Company Matching Contribution” means any addition made by the Company to a Participant153s Company Contribution Account for a Plan Year, attributable to a compensation deferral election made by such Participant under the Qualified 401(k) Plan.

1.13	“Compensation” means the Participant153s remuneration as defined in the Qualified 401(k) Plan, but without the Code §401(a)(17) limitation.

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1.14	“Deferral Account” means the bookkeeping account maintained by the Company for each Participant153s Salary Deferrals, if any, and earnings and losses on such amounts pursuant to Section 4.1.

1.15

“Disabled” means the date when a Participant (i) is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, or (ii) is by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and health
plan covering Employees of the Company, provided that this definition shall be
interpreted in accordance with Code §409A(a)(2)(A)(v) and regulations and other
guidance thereunder.

1.16	“Distributable Amount” means the vested balance in the Participant153s Deferral Account and/or in his Company Contribution Account.

1.17	“Distributable Event” means the event that triggers a distribution under the Plan including a Separation From Service, death, becoming Disabled or a Scheduled Withdrawal Date.

1.18	“Effective Date” means January 1, 2005

1.19	“Eligible Employee” means any Employee who meets the eligibility requirements of Section II of the Plan.

1.20	“Employee” means any individual employed by the Company or any of its subsidiaries.

1.21	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.22	“Fund” or “Funds” means one or more of the investment funds selected by the Committee pursuant to Sections 3.8(b) and 8.3(1).

1.23

“Incentive Compensation” means that portion of an
executive153s bonus compensation received under the La-Z-Boy Incorporated Bonus
Program that is based on Company performance (and does not include any portion
of such bonus that is based on individual performance criteria and/or actual
individual performance) and provided further (and to the extent) such bonus
compensation is “performance-based” within the meaning of Section
409A(a)(4)(B)(iii) of the Code. For purposes of this definition,
“performance-based” refers to compensation for which the amount of, or
entitlement to, the compensation is contingent on the satisfaction of
preestablished Company or business unit performance criteria relating to a
period of at least 12 consecutive months and shall not include any amount that
will be paid regardless of performance, or based on a level of performance that
is substantially certain to be met at the time the criteria are established.
Performance criteria shall be established in writing, and communicated to
employees, no later than 90 days after the commencement of the performance
period.

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1.24	“Initial Election Period” means

for an Eligible Employee who is eligible on the Effective Date, a period
beginning December 1, 2004 and ending March 15, 2005; or

for an Eligible Employee who becomes newly eligible after the Effective Date,
a 30-day period commencing on the first day he becomes an Eligible Employee;
provided that (i) only elective deferrals of Base Compensation may be made, and
only with respect to compensation earned subsequent to the initial election; and
(ii) such Initial Election Period shall not be available to a former Participant
unless such former Participant has received all balances under the Plan and on
and before the date of the last payment was not eligible to continue
participation in the Plan; and (iii) such Initial Election Period shall also not
be available to a former Participant that ceased being eligible to participate
in the Plan, regardless of whether all balances under the Plan have been
distributed, unless he has not been eligible to participate in the Plan (other
than the accrual of earnings) at any time during the 24-month period ending on
the date he becomes eligible to participate in the Plan. For purposes of this
Section 1.24, the term Plan includes all other elective account balance plans of
the Company that must be aggregated for purposes of Treasury Regulation Section
1.409A-1(c)(2).

1.25	“Interest Rate” means, for each Fund, an amount equal to the net gain or loss on the assets of such Fund.

1.26	“Participant” means any individual who has elected to defer Compensation, has been allocated a Company Contribution and/or who otherwise maintains a balance under the Plan.

1.27	“Payment Date” means the first March 31^st after a Distributable Event occurs, unless a Distributable Event occurs between March 1^st and March 30^th, in which case the Payment Date is the second March 31^st after a Distributable Event occurs.

1.28	“Plan” means the 2005 La-Z-Boy Incorporated Executive Deferred Compensation Plan.

1.29	“Plan Year” means the twelve-month period coinciding with the calendar year.

1.30

“Pre-2005 Participant” means an Employee (including a
Participant in this Plan) or former Employee of the Company or one of its
Subsidiaries who has a Company Contribution Account balance in the Prior Plan
which had not become vested as of the Effective Date of this Plan and the
balance is held in a Prior Account.

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1.31	“Prior Account” means the non-vested balance of the bookkeeping account maintained under the Prior Plan for each Pre-2005 Participant as of the Effective Date of this Plan.

1.32	“Prior Plan” means the La-Z-Boy Incorporated Executive Deferred Compensation Plan, last amended and restated effective August 1, 2002.

1.33	“Qualified 401(k) Plan” means the La-Z-Boy Incorporated Retirement Savings Plan or the qualified plan of the Company or Subsidiary having §401(k) and or §401(m) features applicable to the Participant.

1.34

“Qualified Profit Sharing Plan” means the La-Z-Boy
Incorporated Retirement Contribution and Profit Sharing Plan (formerly known as
the “La-Z-Boy Incorporated Employees153 Amended Profit Sharing Plan”) or the
qualified plan of the Company or Subsidiary having employer profit sharing
allocations applicable to the Participant.

1.35	“Rabbi Trust” or “Trust” means the 2005 La-Z-Boy Incorporated Executive Deferred Compensation Plan Trust, a grantor trust established by the Company to hold funds equal to the liability of the Plan, in accordance with Section VII.

1.36	“Salary Deferral” means the amount deferred by the Participant from his Base and/or Incentive Compensation pursuant to Section 3.4.

1.37	“Scheduled Withdrawal Date” means the distribution date selected by the Participant for a withdrawal of amounts from a Participant153s Deferral Account, including earnings and losses attributable thereto, pursuant to Section 3.6(b).

1.38	“Separation From Service” means the date upon which a Participant is no longer an Employee of the Company, determined under the rules and procedures described in attached Exhibit B.

1.39	“Subsidiary” means a corporation, domestic or foreign, the majority of whose voting stock is owned directly or indirectly by the Company.

1.40	“Trustee” means Wachovia Bank, NA, and its successors and assigns.

1.41

“Unforeseeable Emergency” means a severe financial hardship
to the Participant resulting from an illness or accident of the Participant, the
Participant’s spouse, or a dependent (as defined in Treasury Regulation Section
1.409A-3(i)(3)(i)) of the Participant, loss of the Participant’s property due to
casualty (including the need to rebuild a home following damage to a home not
otherwise covered by insurance, for example, not as a result of a natural
disaster), or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. Some
examples may include the imminent foreclosure of or eviction from the
Participant153s primary residence, the need to pay for medical expenses, including
nonrefundable deductibles, as well as for the costs of prescription drug
medication and finally, the need to pay for the funeral expenses of a spouse, a
beneficiary or a dependent (as defined in Treasury Regulation Section
1.409A-3(i)(3)(i)). Except as otherwise provided in this Section 1.41, the
purchase of a home and the payment of college tuition are not unforeseeable
emergencies. The foregoing requirements shall be met only if, as determined
under regulations of the U.S. Secretary of the Treasury, the amounts distributed
with respect to such an emergency do not exceed the amounts necessary to satisfy
such emergency plus amounts necessary to pay taxes reasonably anticipated as a
result of the distribution, after taking into account the extent to which such
emergency is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Participant’s assets (to the
extent the liquidation of such assets would not itself cause severe financial
hardship).

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1.42	“Vested” means the nonforfeitable portion of a Participant153s Account.

1.43

“Year of Service” means the period that is measured on an
elapsed time basis from a Participant153s initial date of employment with the
Company until the date his employment with the Company terminates. A Participant
will be credited with a full Year of Service for each completed Year of Service.
No fractional Years of Service will be credited. In the event of a break in
service, a Participant153s rehire date will be treated as an initial date of
employment with the Company.

Section II : Eligibility and Participation

2.1	Eligibility

An Employee will first become eligible to participate in the Plan when he is
selected by the Committee from the Company’s management while earning annual
total compensation sufficient to be classified as a highly-compensated employee
under Code Section 414(q). Once an Employee becomes eligible to participate in
the Plan, he will remain eligible to make Salary Deferrals and to receive
contributions from the Company as described in Section III, until the earliest
of: (i) Separation From Service; (ii) becoming Disabled; (iii) death; or (iv)
upon removal of the Participant from participation by the Committee (e.g.,
because he no longer holds a management position) and subject to completion of
deferrals under previous irrevocable elections; provided, however, that no such
event shall impair the Participant153s right to become vested in and to receive
(upon a permitted distribution event described in Section VI) benefits accrued
under this Plan prior to loss of eligibility (recognizing, however, that the
amount of such benefits may increase or decrease over time, depending on
investment results and other factors).

2.2	Participation

Once an Employee is notified of his eligibility as determined in Section 2.1
above, an Eligible Employee shall become a Participant and begin accruing
benefits upon completion of enrollment (including the completion of any required
insurance application) during the Initial Election Period or any Annual Election
Period thereafter. Beginning January 1, 2006, eligibility shall not become
effective, until the Corporate Benefits Department receives notice of the newly
Eligible Employee.

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Section III : CONTRIBUTIONS AND DEFERRAL ELECTIONS

3.1	In General

The Committee, in its sole discretion, shall determine upon each
Participant153s initial participation in the Plan (and prior to each Annual
Election Period thereafter with respect to allocations to the Company
Contribution Account) which Participant shall be eligible to defer Compensation
(including Incentive Compensation) pursuant to Section 3.4 and/or to receive
allocations under Sections 3.2 and 3.3.

3.2	Company Discretionary Contribution

To the extent allocations to a Participant under the Company Qualified Profit
Sharing Plan are precluded or limited, the Company may credit a corresponding
amount to such Participant153s Account under this Plan. The Company shall
determine the amount of any other Company Discretionary Contribution to be
credited to the Account of a Participant. Any such amounts may vary by
Participant and each allocation may be subject to a different vesting schedule.

3.3	Company Matching Contribution

A Participant in this Plan who participates during a Plan Year in the
Qualified 401(k) Plan and who elects to make sufficient 401(k) deferrals to be
entitled to the maximum employer matching contribution under the Qualified
401(k) Plan for that Plan Year, may also be eligible to receive a Company
Matching Contribution under this Plan. If so eligible, the Company shall credit
the Company Contribution Account of the Participant with a matching contribution
amount, within 90 days after the end of the Plan Year. To receive a matching
contribution amount, a Participant must be employed on the date that accounts
are credited. The matching contribution amount shall be equal to the excess, if
any, of A over B, where:

“A” is the amount of matching contribution that would have been contributed
to the applicable Qualified 401(k) Plan for the Plan Year determined without the
limitations imposed by §401(k), §401(m), §401(a)(17), §412(g) or §415 of the
Code; and

“B” is the actual matching contribution made on behalf of the Participant to
the Qualified §401(k) Plan.

3.4	Salary Deferrals and Incentive Compensation

Each Plan Year, an Employee may irrevocably elect pursuant to election
procedures established by the Committee, to have a percentage reduction of his
Base Compensation for the Plan Year and/or Incentive Compensation for the
performance measurement period, and in lieu thereof, have such elective deferral
percentage credited to a Deferral Account. Effective January 1, 2005, all of the
following conditions must be met for such compensation reduction to become
effective:

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An Employee must elect during the Annual Election Period (or an Initial
Election Period, if applicable) to have Base Compensation deferred;

An Employee must elect during the Annual Election Period (and under no
circumstances during an Initial Election Period), provided such period ends no
later than six months prior to the end of a 12-month performance measurement
period, and in no event after such Incentive Compensation has become both
substantially certain to be paid and readily ascertainable in amount, and shall
only be valid if the Participant performs services continuously from the date
the performance criteria are established through the date the election to defer
Incentive Compensation is made pursuant to Section 3.6; and

A deferral election must be expressed as a percentage which shall not exceed
100% of the Employee153s Base Compensation and/or Incentive Compensation (as
applicable), provided that the total amount deferred by a Participant shall be
limited in any calendar year, if necessary, to satisfy Social Security Tax
(including Medicare), income tax and employee benefit plan withholding
requirements. The minimum elective deferral which may be made in any Plan Year
by a Participant shall not be less than 5% of such Participant153s Base
Compensation, and/or 5% of such Participant153s Incentive Compensation.

Each Eligible Employee who had been participating in the Prior Plan on
December 31, 2004 shall continue as a Participant in this Plan until his
participation ceases pursuant to Section 2.1. Continuing participation during
2005 shall be contingent upon timely enrollment during the applicable Initial
Election Period.

3.5	Deferral Elections for Company Contribution Accounts

Vested balances in Company Contribution Accounts will be distributed in a
single lump sum payment upon Separation From Service in accordance with Section
6.1(a) unless an alternative time and/or form of benefit is elected pursuant to
election procedures as established by the Committee. This one-time election,
which will apply to all future Company Contributions, if any, will be made
during the Initial Election Period or the Annual Election Period (but only to
the extent the Annual Election Period coincides with the Initial Election
Period), assuming a contribution is made at all. Elections will be made
according to one of the following three options:

Substantially equal annual installments over a period of time not to exceed
fifteen (15) years, commencing on the Participant’s Payment Date;

Substantially equal annual installments over a period of time not to exceed
fifteen (15) years, commencing on an anniversary of the Participant153s Payment
Date, but in no event shall be an anniversary date that is more than five (5)
years after the Participant153s Separation From Service; OR

A lump sum payment on an anniversary of the Participant153s Payment Date, but
in no event an anniversary date that is more than five (5) years after the
Participant153s Separation From Service.

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If a Participant decides to make a change with regard to the distribution of
his Company Contribution Accounts, he may do so in accordance with the Plan153s
rules on Election Changes as described in Section 3.7.

For purposes of this Plan, installment elections will be subject to Section
6.1(e). Further, all installments payments shall be treated as a right to a
series of separate payments.

The Participant’s remaining Account balance shall continue to be credited
with earnings pursuant to Section 4.2 of the Plan until all amounts credited to
his Account under the Plan have been distributed.

3.6	Deferral Elections for Deferral Accounts

A Participant may initially elect the time and form of payment for Base
Compensation, during the Initial Election Period or the applicable Annual
Election Period, whichever corresponds with the first deferral of Base
Compensation, and must elect the time and form of payment for Salary Deferrals
each year thereafter (i.e., including Incentive Compensation), during each
Annual Election Period, from among the following two methods:

Upon Separation of Service. A Participant may elect to have the
applicable annual deferrals in his Deferral Account paid upon Separation From
Service according to one of the three options listed in 3.5(a), (b) and (c)
above.

Scheduled Withdrawal Date Distributions. A Participant may elect to
have the applicable annual deferrals in his Deferral Account distributed in:

a lump sum commencing on a Scheduled Withdrawal Date; or

ii.

two (2) to fifteen (15) substantially equal annual installments commencing on
a Scheduled Withdrawal Date, subject to Section 6.1(e).

3.7	Election Changes

A Participant may elect to change the time and form of a distribution from
the Plan, provided that all of the following conditions are met:

an election change will not take effect until at least 12 months after the
date on which the election is filed pursuant to procedures established by the
Committee (i.e., the election change will be void if a Participant dies or has a
Separation From Service within 12 months of the election change);

ii.

the payment (or first installment) with respect to which such election is
made must be postponed for a period of at least 5 years from the date such
payment (or first installment) would otherwise have been made, and, in the case
of installments, payment of each installment after the first installment shall
also be deferred for a period of at least 5 years (except in the case of death
or Unforeseeable Emergency); and

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iii.

With respect to payments upon a Scheduled Withdrawal Date, an election change
must be filed pursuant to procedures established by the Committee at least 12
months prior to the applicable Payment Date.

Notwithstanding (i) through (iii) above, the Committee may provide
Participants with one or more opportunities to make new payment elections in
accordance with transition relief available under IRS Notice 2006-79, as
extended, with respect to both the time and form of distribution, provided that
no such election may apply to amounts that would otherwise be payable in the
year of the election nor cause an amount to be paid in the year of election that
would not otherwise be payable in that year. The Committee may provide such
additional conditions and limitations with respect to any such new payment
elections as the Committee in its discretion shall determine.

3.8	Investment Elections

At the time of initial participation in the Plan under Section II and upon
making annual deferral elections described in Sections 3.4 and 3.6, the
Participant shall designate, pursuant to procedures established by the
Committee, the types of investment funds in which the Participant153s Account will
be deemed to be invested for purposes of determining the amount of earnings to
be credited to that Account. In making the designation pursuant to this Section
3.8(a), the Participant may specify that all or any multiple of his Account be
deemed to be invested, in whole percentage increments, in one or more of the
types of investment funds provided under the Plan as communicated from time to
time by the Committee. Effective as of the end of any business day, a
Participant may change the designation made under this Section 3.8(a) pursuant
to procedures established by the Committee. If a Participant fails to elect a
type of fund under this Section 3.8(a), he shall be deemed to have elected the
Money Market type of investment fund.

Although the Participant may designate the type of investments as described
in Section 3.8(a) above, the Committee shall not be bound by such designation.
The Committee shall select from time to time, in its sole and absolute
discretion, commercially available investments for each of the types of Funds
communicated by the Committee to the Participant pursuant to Section 3.8(a)
above to be the Funds. The Interest Rate of each such commercially available
investment fund shall be used to determine the amount of earnings or losses to
be credited to the Participant153s Account under Section IV.

SECTION IV – ACCOUNTS

4.1	Deferral Accounts

The Committee shall establish and maintain a Deferral Account for each
Participant under the Plan. Each Participant’s Deferral Account shall be further
divided into separate sub accounts (“investment fund sub accounts”), each of
which corresponds to an investment fund elected by the Participant pursuant to
Section 3.8(a). A Participant’s Deferral Account shall be credited as follows:

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On the third business day after amounts are deferred, and withheld from a
Participant’s Compensation, the Committee shall credit the investment fund sub
accounts of the Participant’s Deferral Account with an amount equal to
Compensation deferred by the Participant in accordance with the Participant’s
election under Section 3.8(a); that is, the portion of the Participant’s
deferred Compensation that the Participant has elected to be deemed to be
invested in a certain type of investment fund shall be credited to the
investment fund sub account corresponding to that investment fund. Effective May
1, 2008, amounts will be credited in the manner described above, on the same day
that amounts are deferred and withheld from a Participant153s Compensation (as
opposed to the third business day).

Each business day, each investment fund sub account of a Participant’s
Deferral Account shall be credited with earnings or losses in an amount equal to
that determined by multiplying the balance credited to such investment fund sub
account as of the prior day plus contributions credited that day to the
investment fund sub account by the Interest Rate for the corresponding fund
selected by the Company pursuant to Section 3.8(b).

In the event that a Participant elects for a given Plan Year’s deferral of
Compensation to have a Scheduled Withdrawal Date pursuant to Section 3.6(b), all
amounts attributed to the deferral of Compensation for such Plan Year shall be
accounted for in a manner which allows separate accounting for the deferral of
Compensation and investment gains and losses associated with such Plan Year’s
deferral of Compensation.

4.2	Company Contribution Account

The Committee shall establish and maintain a Company Contribution Account for
each Participant under the Plan. Each Participant’s Company Contribution Account
shall be further divided into separate investment fund sub accounts
corresponding to the investment fund(s) elected by the Participant pursuant to
Section 3.8(a). Effective the third business day after a Company Discretionary
Contribution amount and/or Company Matching Contribution amount is calculated
and approved, the Committee shall credit the investment fund sub accounts of the
Participant’s Company Contribution Account with an amount equal to the Company
Discretionary Contribution amount, if any, applicable to that Participant, that
is, the proportion of the Company Discretionary Contribution amount, if any,
and/or Company Matching Contribution amount, if any, which the Participant
elected to be deemed to be invested in a certain type of investment fund shall
be credited to the corresponding investment fund sub account. Effective May 1,
2008, amounts will be credited in the manner described above, on the same day
that amounts are calculated and approved (as opposed to the third business day).

Participant’s Company Contribution Account shall be credited as follows:

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Each business day, each investment fund sub account of a Participant’s
Company Contribution Account shall be credited with earnings or losses in an
amount equal to that determined by multiplying the balance credited to such
investment fund sub account as of the prior day plus contributions credited that
day to the investment fund sub account by the Interest Rate for the
corresponding Fund selected by the Company pursuant to Section 3.8(b).

4.3	Prior Account

The Committee shall maintain a Prior Account for each Pre-2005 Participant
under the Prior Plan. Each Pre-2005 Participant’s Prior Account shall be further
divided into separate investment fund sub accounts corresponding to the
investment fund(s) elected by the Pre-2005 Participant pursuant to Section
3.8(a). Each business day, each investment fund sub account of a Pre-2005
Participant’s Prior Account shall be credited with earnings or losses in an
amount determined by multiplying the balance credited to such investment fund
sub account as of the prior day plus contributions credited that day to the
investment fund sub account by the Interest Rate for the corresponding Fund
selected by the Company pursuant to Section 3.8(b).

SECTION V : VESTING

5.1	Vesting In General

Subject to Sections 5.2, 5.3 and 5.4 below, a Participant shall have a
nonforfeitable interest in benefits payable from his Account as follows:

Deferral Account – A Participant shall have a 100% nonforfeitable
interest in benefits payable from his Deferral Account.

Company Contribution Account – A Participant shall have a
nonforfeitable percentage interest in his Company Matching Contribution and the
profit sharing portion of the Company Discretionary Contribution at a rate of
25% vesting for each Year of Service. All of a Participant153s Years of Service,
including service accrued under the Prior Plan, shall be counted toward vesting
under this Plan. The Company shall determine the vesting schedule of any other
Company Discretionary Contributions (i.e., not profit sharing related) credited
to the Participant153s Company Contribution Account.

Prior Account – A Pre-2005 Participant shall vest at a rate of 25% per
Year of Service in benefits payable under the Plan from his Prior Account which
are attributable to prior contributions made by the Company and any interest
thereon. Service accrued under the Prior Plan shall be counted toward vesting
under this Plan.

5.2	Vesting upon Plan Termination or Change in Control

Notwithstanding anything contrary in the above, in the event the Plan is
terminated by the Board, or there is a Change in Control, all Participants who
are actively employed on the date the Plan is terminated or the Change in
Control occurs shall be immediately vested in their benefits under the Plan.

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5.3	Vesting upon Sale of Company-Owned Retail Store

Notwithstanding anything contrary in the above, in the event the Company
sells one of its retail stores, and as a result the employment of the manager of
such retail store is terminated by the Company, then such manager shall be
immediately vested in his benefit under the Plan, provided that a Separation
From Service occurs.

5.4	Vesting upon Death or Disability of a Participant

Notwithstanding anything contrary in the above, in the event a Participant
dies or becomes Disabled, his benefits shall be immediately vested under the
Plan and distributed in accordance with Section 6.1(f) or 6.1(h), as applicable.

SECTION VI : DISTRIBUTION OF BENEFITS

6.1	Distribution Rules

Company Contribution Accounts. Subject to 6.1(d), (e) and (f) below,
vested balances in a Participant153s Company Contribution Account shall be paid to
him in a lump sum on the Participant’s Payment Date following the Participant153s
Separation From Service; provided, however, that if a Participant elected to
receive payment at an alternative time or in installments, pursuant to Section
3.5(a), (b) or (c), payment shall be made in accordance with such election.

Deferral Account Distributions Upon Separation From Service. Subject
to 6.1(d), (e) and (f) below, all balances in a Participant153s Deferral Account
for which a Participant elected to receive upon Separation From Service pursuant
to Section 3.6(a) shall be paid to the Participant in accordance with each such
election he has on file.

Deferral Account Distributions Upon Scheduled Withdrawal Date. All
balances in a Participant153s Deferral Account which a Participant elected to
receive upon a Scheduled Withdrawal Date pursuant to Section 3.6(b) shall be
paid to the Participant upon such Scheduled Withdrawal Dates, notwithstanding
whether the Participant Separates From Service, either prior or subsequent to
such dates.

Distributions Upon Separation From Service. Notwithstanding the
foregoing provisions of this Section 6.1, to the extent a distribution (or
commencement of annual installments) from any and all Accounts is to be made
upon Separation From Service, and the applicable Payment Date is less than six
months after the Separation from Service, then payment shall be delayed until
the first date of the seventh month following the date of Separation From
Service (or until death, if earlier). In the case of installments, the second
installment shall be paid on the next Payment Date, and each subsequent
installment shall be paid on each Payment Date thereafter. Payments made
pursuant to a Scheduled Withdrawal Date as described in Section 6.1(c) are not
subject to the delay described herein.

Page 13

Cash-out. Notwithstanding previous installment elections under
Sections 3.5 and/or 3.6, in the case of a Participant who, at the time of his
Separation From Service, has a balance of $25,000 or less in any of his Accounts
(i.e., his Company Contribution Account or his Deferral Account, or both), the
Distributable Amount for such Account(s) shall be paid to the Participant (or
after his death to his Beneficiary) in a lump sum distribution on the
Participant’s Payment Date, subject to any delay required by Section 6.1(d).

Distribution upon Separation From Service due to Death. In the event a
Participant dies while in the employ of the Company, any unvested portion of the
Participant153s Company Contribution Account shall become immediately vested
pursuant to Section 5.4, and the Company shall distribute the Participant153s
undistributed Account to the Participant153s Beneficiary in a lump sum payment
within 90 days of the Participant153s death, or by the end of the calendar year,
whichever is later.

Death Benefit after Separation From Service. In the event a
Participant dies after his Separation From Service and still has a vested
balance in his Account, the vested balance of such Account shall be paid to the
Participant153s Beneficiary in a lump sum payment within 90 days of the
Participant153s death, or by the end of the calendar year, whichever is later.

Distribution upon becoming Disabled. In the event a Participant
becomes Disabled while in the employ of the Company, any unvested portion of the
Participant153s Company Contribution Account shall become immediately vested
pursuant to Section 5.4, and distributions shall commence pursuant to Sections
6.1(a), 6.1(b) and/or 6.1(c) above.

6.2	Unforeseeable Emergency Distribution

General Rule. A Participant may request a distribution from his
Deferral Account, prior to a scheduled Payment Date, in the event of an
Unforeseeable Emergency. The request to take a distribution shall be made by
completing a form provided by and filed with the Committee. The Committee will
first require that the Participant cancel all outstanding elective deferrals,
deferred pursuant to Section 3.6. If the Committee determines that the requested
distribution is for the purpose of meeting an Unforeseeable Emergency in
accordance with Section 1.41 of the Plan, and that the requested distribution is
necessary to relieve the Unforeseeable Emergency even after the cancellation of
outstanding deferral election(s), then the amount determined by the Committee,
sufficient to meet the Unforeseeable Emergency in accordance with Section 1.41
of the Plan, shall be paid in a single cash lump sum as soon as practicable.

Page 14

New Deferral Election. Once a Participant153s deferral election(s) is
cancelled pursuant to Section 6.2(a), notwithstanding that a distribution might
be granted, a Participant may not elect to again defer, pursuant to Section 3.6
of the Plan for at least 12 months from the date that the distribution under
this Section is requested.

6.3	Tax Withholding

With respect to any benefit payments under the Plan, the Company shall make
and remit all appropriate income tax withholdings; however, the Participant will
be solely liable for any and all income taxes applicable on such benefit
payments.

The benefits, which accrue and vest under the Plan, are subject to FICA taxes
(which include the Old-Age, Survivors and Disability Insurance tax and/or
Medicare tax as the case may be) which may become due before the benefits are
actually paid as provided under Code §3121(v)(2) and related IRS regulations. To
ensure proper compliance with these regulations, the Company will calculate the
amount of FICA tax when it becomes due and notify the Participant of the amount
of his share of such tax. The Company will remit the entire tax to the IRS and
arrange for the collection of the Participant153s share of the tax from the
Participant. The Company may provide the Participant with additional
compensation to offset his share of such tax, however, the Participant will be
solely liable for his share of FICA taxes on benefits accrued and vested under
the Plan.

6.4

Other

Notwithstanding any other provisions of the Plan, if any amounts held in
trust are found, due to the creation or operation of the Trust, in a final
decision by a court of competent jurisdiction, or under a “determination” by the
Internal Revenue Service in a closing agreement or a final refund disposition
(within the meaning of §1313(a) of Internal Revenue Code of 1986, as amended),
to have been includable in the gross income of a Participant or Beneficiary
prior to payment of such amounts from the Trust, the Trustee shall, as soon as
practicable, pay to such Participant or Beneficiary an amount equal to the
amount determined to have been includable in gross income in such determination,
and shall accordingly reduce the Participant153s or Beneficiary153s Account. The
Trustee shall not make any distribution to a Participant or Beneficiary pursuant
to this Section 6.4 unless it has received a copy of the written determination
described above together with any legal opinion which it may request as to the
applicability thereof.

6.5	Inability to Locate Participant

In the event that the Committee is unable to locate a Participant or
Beneficiary within two (2) years following the required Payment Date, the amount
allocated to the Participant’s Account shall be forfeited. If, after such
forfeiture, the Participant or Beneficiary later claims such benefit, such
benefit shall be reinstated without interest or earnings.

Page 15

Section VII – Funding

7.1	Unfunded Plan

Benefits under this Plan shall be paid from the general assets of the Company
or Subsidiary. The Plan shall be administered as an unfunded plan which is
maintained primarily for the purpose of providing supplemental retirement
compensation “for a select group of management or highly compensated employees”
as set forth in Sections 201(2), 301(3), and 401(a)(1) of ERISA, and is not
intended to meet the qualification requirements of §401 of the Code. Any use of
the words “contributions” or “contribute,” or any similar phrase, shall not
require actual contributions or funding of this Plan and is only used for
convenience when describing the deferral and supplemental retirement benefit
activities of this Plan.

7.2	Rabbi Trust

The Company shall establish a Rabbi Trust and, subject to the rules of this
section and consistent (in form and in operation) with the requirements of Code
§409A(b), may, but is not required to, make contributions to it for the purpose
of providing a source of funds to meet the liabilities of the Plan. It is
generally intended that contributions to the Rabbi Trust will be made by the
Company at least annually in an amount equal to the Salary Deferral
Contributions and any Company Matching Contributions or other Company
Discretionary Contributions related to the Plan for the year as calculated and
approved pursuant to Section III. However, no contribution shall be expected if
the fair value of the assets in the Rabbi Trust exceeds the value of all
benefits under the Plan.

In the event of a Change in Control, to the extent consistent (in form and
operation) with the requirements of Code §409A(b), the Company shall be required
to make additional contributions to the Rabbi Trust within 30 days of the date
of the Change in Control and annually thereafter within 90 days after the end of
each Plan Year, such that the fair value of the assets in the Rabbi Trust are
sufficient to pay the value of all benefits of the Plan accrued at the date of
Change in Control and thereafter at the end of the Plan Year.

Any assets set aside in the Rabbi Trust shall not be deemed to be the
property of the Participant and shall be subject to claims of the Company153s
unsecured general creditors. No Participant or Beneficiary shall have any claim
against, right to, or security or other interest in, any fund, account or asset
of the Company from which any payment under the Plan may be made.

Notwithstanding the above provisions, no Rabbi Trust assets shall be located
or transferred outside of the United States and no property shall be transferred
to the Rabbi Trust in connection with an adverse change in the Company153s
financial health.

Page 16

SECTION VIII : PLAN ADMINISTRATION

8.1	General Duty

The Plan shall be administered by the Committee. Members of the Committee
shall serve in such capacity until resignation or removal by the Board. It shall
be the principal duty of the Committee to determine that the provisions of the
Plan are carried out in accordance with its terms, for the exclusive benefit of
persons entitled to participate in the Plan.

8.2	Committee Action

The Committee shall act at meetings by affirmative vote of a majority of the
members of the Committee. Any action permitted to be taken at a meeting may be
taken without a meeting if, prior to such action, a written consent to the
action is signed by all members of the Committee and such written consent is
filed with the minutes of the proceedings of the Committee. A member of the
Committee shall not vote or act upon any matter which relates solely to himself
as a Participant. The Chair or any other member or members of the Committee
designated by the Chair may execute any certificate or other written direction
on behalf of the Committee.

8.3	General Powers, Rights and Duties of the Committee

The Committee shall have full power to administer the Plan in all of its
details, subject to the applicable requirements of the law, on behalf of the
Participants and their Beneficiaries, shall enforce the Plan in accordance with
its terms, shall be charged with the general administration of the Plan, and
shall have all powers necessary to accomplish its purposes, including, but not
by way of limitation, the following:

(1)

To select the Funds in accordance with Section 3.8(b) hereof;

(2)

To construe and interpret the terms and provisions of this Plan, and make
findings of fact in connection therewith;

(3)

To compute and certify to the amount and kind of benefits payable to
Participants and their Beneficiaries;

(4)

To maintain all records that may be necessary for the administration of the
Plan;

(5)

To provide for the disclosure of all information and the filing or provision
of all reports and statements to Participants, Beneficiaries or governmental
agencies as shall be required by law;

Page 17

(6)

To make and publish such rules for the regulation of the Plan and procedures
for the administration of the Plan as are not inconsistent with the terms
hereof;

(7)

To appoint a Plan administrator or any other agent, and to delegate to them
such powers and duties in connection with the administration of the Plan as the
Committee may from time to time prescribe; and

(8)

To take all actions necessary for the administration of the Plan, including
determining whether to hold or discontinue its policies.

8.4	Construction and Interpretation

The Committee shall have full discretion to construe and interpret the terms
and provisions of this Plan, and make findings of fact in connection therewith,
which interpretations, construction or findings, shall be final and binding on
all parties, including but not limited to the Company and any Participant or
Beneficiary. The Committee shall administer such terms and provisions in a
uniform and nondiscriminatory manner and in full accordance with any and all
laws applicable to the Plan. The Plan is intended to comply with Code §409A, and
will therefore be interpreted and administered to maintain intended income tax
deferral in accordance with Code §409A and regulations and other guidance issued
thereunder.

8.5	Information

To enable the Committee to perform its functions, the Company shall supply
full and timely information to the Committee on all matters relating to the
Compensation of all Participants, their death or other events which cause
termination of their participation in this Plan, and such other pertinent facts
as the Committee may require.

8.6	Compensation, Expenses and Indemnity

The members of the Committee shall serve without compensation for their
services hereunder.

The Committee is authorized at the expense of the Company to employ such
legal counsel as it may deem advisable to assist in the performance of its
duties hereunder. Expenses and fees in connection with the administration of the
Plan shall be paid by the Company.

To the extent permitted by applicable state law, the Company shall indemnify
and hold harmless the Committee and each member thereof, the Board of Directors
and any delegate of the Committee who is an employee of the Company against any
and all expenses, liabilities and claims, including legal fees to defend against
such liabilities and claims arising out of their discharge in good faith of
responsibilities under or incident to the Plan, other than expenses and
liabilities arising out of willful misconduct. This indemnity shall not preclude
such further indemnities as may be available under insurance purchased by the
Company or provided by the Company under any bylaw, agreement or otherwise, as
such indemnities are permitted under state law.

Page 18

8.7	Claims and Review Procedures

Claim – A person who believes that he is being denied a benefit to
which he is entitled under this Plan (hereinafter referred to as “Claimant”)
must file a written request for such benefit with the Company, setting forth his
claim. The request must be addressed to the President of the Company at its then
principal place of business.

Claim Decision – Upon receipt of a claim, the Company shall advise the
Claimant that a reply will be forthcoming within ninety (90) days, and shall, in
fact, deliver such reply within such period. The Company may, however, extend
the reply period for an additional ninety (90) days for special circumstances.

If the claim is denied in whole or in part, the Company shall inform the
Claimant in writing, using language calculated to be understood by the Claimant,
setting forth: (A) the specified reason or reasons for such denial; (B) the
specific reference to pertinent provisions of this Plan on which such denial is
based; (C) a description of any additional material or information necessary for
the Claimant to perfect his claim and an explanation of why such material or
such information is necessary; (D) appropriate information as to the steps to be
taken if the Claimant wishes to submit the claim for review; and (E) the time
limits for requesting a review under subsection (c).

Request For Review – Within sixty (60) days after the receipt by the
Claimant of the written opinion described above, the Claimant may request in
writing that the Committee review the determination of the Company. Such request
must be addressed to the President of the Company, at its then principal place
of business. The Claimant or his duly authorized representative may, but need
not, review the pertinent documents and submit issues and comments in writing
for consideration by the Committee. If the Claimant does not request a review
within the applicable period, he shall be barred and estopped from challenging
the Company’s determination.

Review of Decision – Within sixty (60) days after the Committee’s
receipt of a request for review, after considering all materials presented by
the Claimant, the Committee will inform the Participant in writing, in a manner
calculated to be understood by the Claimant, the decision setting forth the
specific reasons for the decision containing specific references to the
pertinent provisions of this Plan on which the decision is based. If special
circumstances require that the applicable time period be extended, the Committee
will so notify the Claimant and will render the decision as soon as possible,
but no later than one hundred twenty (120) days after receipt of the request for
review.

Page 19

8.8	Furnishing Information or Providing Other Reports

The Committee shall provide Participant under procedures established by the
Committee (i) a statement with respect to such Participant153s Accounts on at
least a quarterly basis, (ii) a description of the Plan, and (iii) such other
information or notices as required by ERISA or other applicable law. After
payment by the Participant of a reasonable charge, which charge may be waived by
the Committee, the Committee shall provide the Participant with a copy of the
Plan upon written request by the Participant. The Committee shall also file with
government authorities any reports or returns required.

Section IX – Amendment and Discontinuance

9.1	In General

The Company hereby reserves the right and power, by action of the Board or
the Committee, to amend, suspend or terminate the Plan in whole or in part, at
any time. Included in the Company153s right to amend, suspend or terminate is the
Company153s right at any time to no longer permit any additional participants
under the Plan, to cease making benefit allocations, and to distribute all
Account balances upon Plan termination, to the extent permitted under Code
§409A. The Committee may promulgate rules and procedures from time to time to
carry out the provisions of this Section IX. However, in no event shall the
Company or Committee have the right to eliminate or reduce any benefit which has
been vested or become nonforfeitable under the Plan pursuant to Section V. No
adopting company other than the Company shall have the right to amend or
terminate the Plan, but a company shall have the right to cease or suspend
participation in the Plan.

SECTION X : GENERAL PROVISIONS

10.1	Unsecured General Creditor

Participants and their Beneficiaries, heirs, successors, and assigns shall
have no legal or equitable rights, claims, or interest in any specific property
or assets of the Company, any Subsidiary, and of the Rabbi Trust. No assets of
the Company shall be held in any way as collateral security for the fulfilling
of the obligations of the Company under this Plan. The Company153s or Subsidiary’s
obligation under the Plan shall be merely that of an unfunded and unsecured
promise of the Company or Subsidiary to pay money in the future, and the rights
of the Participants and Beneficiaries shall be no greater than those of
unsecured general creditors. It is the intention of the Company that this Plan
be unfunded for purposes of the Code and for purposes of Title 1 of ERISA.

Page 20

10.2	Restriction Against Assignment

The Company shall pay all amounts payable hereunder only to the person or
persons designated by the Plan and not to any other person or corporation. No
part of a Participant’s Accounts shall be liable for the debts, contracts, or
engagements of any Participant, his Beneficiary, or successors in interest, nor
shall a Participant’s Accounts be subject to execution by levy, attachment, or
garnishment or by any other legal or equitable proceeding, nor shall any such
person have any right to alienate, anticipate, sell, transfer, commute, pledge,
encumber, or assign any benefits or payments hereunder in any manner whatsoever.
If any Participant, Beneficiary or successor in interest is adjudicated bankrupt
or purports to anticipate, alienate, sell, transfer, commute, assign, pledge,
encumber or charge any distribution or payment from the Plan, voluntarily or
involuntarily, the Committee, in its discretion, may cancel such distribution or
payment (or any part thereof) to or for the benefit of such Participant,
Beneficiary or successor in interest in such manner as the Committee shall
direct.

Notwithstanding the preceding paragraph,

a. To the extent required under final judgment, decree or order (including
approval of a property settlement agreement) made pursuant to a state domestic
relations law, any portion of a Participant153s Plan benefits may be paid or set
aside for payment to a spouse, former spouse, or child of the Participant. Any
benefit so set aside for a spouse, former spouse, or child shall be paid out as
and when benefits are paid to the Participant, unless the Committee agrees to a
different time and/or form of payment to such recipient(s). Any payment made to
a person other than the Participant pursuant to this Section shall be reduced by
tax withholding, if required by law; the fact that payment is made to a person
other than the Participant may not prevent such payment from being includible in
the gross income of the Participant for withholding and income tax reporting
purposes.

b. The Company153s liability to pay benefits to a Participant shall be reduced
to the extent that amounts have been paid or set aside for payment to a spouse,
former spouse, or child pursuant to subparagraph (a) of this Section. No such
transfer shall be effectuated unless the Company or Committee has been provided
with satisfactory evidence that the Company and the Committee are released from
any further claim with respect to such amounts, in any case in which (i) the
Company or Committee has been served with legal process or otherwise joined in a
proceeding relating to such transfer, (ii) the Participant has been notified of
the pendency of such proceeding in the manner prescribed by law of the
jurisdiction in which the proceeding is pending for service of process in such
action or by mail from the Employer or Committee to the Participant153s last known
mailing address, and (iii) the Participant fails to obtain an order of the court
in the proceeding relieving the Company or Committee from the obligation to
comply with the judgment, decree, or order.

c. The Company and Committee shall not be obligated to defend against or set
aside any judgment, decree, or order described in subparagraph (a), or any legal
order relating to the garnishment of a Participant153s benefits, unless the full
expense of such legal action is borne by the Participant. In the event that the
Participant153s action (or inaction) nonetheless causes the Company or Committee
to incur such expense, the amount of the expense may be charged against the
Participant153s Plan benefits and thereby reduce the Company153s obligation to pay
benefits to the Participant. In the course of any proceeding relating to
divorce, separation, or child support, the Company and Committee shall be
authorized to disclose information relating to the Participant153s benefits to the
Participant153s spouse, former spouse, or child (including the legal
representatives of the spouse, former spouse, or child), or to a court.

Page 21

10.3	Receipt or Release

Any payment to a Participant or the Participant’s Beneficiary in accordance
with the provisions of the Plan shall, to the extent thereof, be in full
satisfaction of all claims against the Committee and the Company. The Committee
may require such Participant or Beneficiary, as a condition precedent to such
payment, to execute a receipt and release to such effect.

10.4	Payments on Behalf of Persons Under Incapacity

In the event that any amount becomes payable under the Plan to a person who,
in the sole judgment of the Committee, is considered by reason of physical or
mental condition to be unable to give a valid receipt therefore, the Committee
may direct that such payment be made to any person found by the Committee, in
its sole judgment, to have assumed the care of such person. Any payment made
pursuant to such determination shall constitute a full release and discharge of
the Committee and the Company.

10.5	Limitation of Rights and Employment Relationship

Neither the establishment of the Plan and/or Rabbi Trust nor any modification
thereof, nor the creating of any fund or account, nor the payment of any
benefits shall be construed as giving to any Participant, or Beneficiary or
other person any legal or equitable right against the Company or the trustee of
the Rabbi Trust except as provided in the Plan and Trust; and in no event shall
the terms of employment of any Employee or Participant be modified or in any way
be affected by the provisions of the Plan and/or Trust.

10.6	Governing Law

This Plan shall be construed, governed and administered in accordance with
the laws of the State of Michigan, except to the extent pre-empted by federal
law. It is the intention of the Company that the Plan meets all requirements of
the Code so that the benefits provided are non-taxable during the period of
deferral and until actual distribution is made. Accordingly, the Plan will at
all times, be interpreted and administered to maintain intended income tax
deferral in accordance with Code §409A and regulations and other guidance issued
thereunder.

10.7	Statutory References

All references to the Code and ERISA include reference to any comparable or
succeeding provisions of any legislation which amends, supplements or replaces
such section or subsection.

Page 22

10.8	Severability

In case any provisions of the Plan shall be held illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining provisions
of the Plan, and the Plan shall be construed and enforced as if such illegal and
invalid provisions had never been set forth in the Plan.

10.9	Headings

Headings and subheadings in this Plan are inserted for convenience of
reference only and are not to be considered in the construction of the
provisions hereof. In the event of a conflict between a heading and the content
of a section, the content of the section shall control.

10.10

Action by the Company

Any action to be performed by the Company under the Plan shall be by
resolution of its Board, by a duly authorized committee of its Board, or by a
person or persons authorized by resolution of its Board or by resolution of such
committee, or by the Committee.

Executed this _______ day of____________, 2008.

LA-Z-BOY INCORPORATED

By:
President and Chief Executive Officer

Page 23

Exhibit A

Change in Control

“Change in Control” means any change required to be reported in Item 6(e) of
Schedule 14A of Regulation 14A issued under the Securities Exchange Act of 1934
(the “Exchange Act”) that qualifies as a change in control event pursuant to
Code §409A. A “change in control event” pursuant to Code §409A includes the
occurrence of a change in the ownership of the Company (as defined in Reg.
§1.409A-3 (i)(5)(v)), a change in effective control of the Company (as defined
in Reg. §1.409A-3(i)(5)(vi)), or a change in the ownership of a substantial
portion of the assets of the Company (as defined in Reg. §1.409A-3(i)(5)(vii),
and, in particular, any one or more of the following events:

A change in ownership of the Company in which any one person, or more than
one person acting as a group acquires beneficial ownership of stock of the
Company that, together with stock held by such person or group, constitutes more
than 50 percent of the total fair market value or total voting power of the
stock of the Company; provided, however, that for purposes of this subsection
(a), the following acquisitions shall not constitute a Change in Control: (i)
any acquisition by the Company, or (ii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or by any
corporation controlled by the Company.

b.	A change in the effective control of the Company, pursuant to which either:

(i)

Any one person, or more than one person acting as a group acquires (or has
acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) beneficial ownership of stock of the
Company possessing 30 percent or more of the total voting power of the stock of
the Company.

(ii)

A majority of members of the Company153s board of directors is replaced during
any 12-month period by directors whose appointment or election is not endorsed
by a majority of the members of the Company153s board of directors before the date
of the appointment or election.

A change in the ownership of a substantial portion of the Company153s assets
pursuant to which any one person, or more than one person acting as a group
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) assets from the Company that
have a total gross fair market value equal to or more than 40 percent of the
total gross fair market value of all of the assets of the Company immediately
before such acquisition or acquisitions. As used herein, gross fair market value
means the value of the assets of the Company, or the value of the assets being
disposed of, determined without regard to any liabilities associated with such
assets. However, there is no change in control event under this paragraph when
there is a transfer to a related person as described in Reg.
§1.409A-3(i)(5)(vii)(B)

Page 24

However a Change in Control shall not include a merger of the Company with
another entity, a consolidation involving the Company, or the sale of all or
substantially all of the assets or equity interests of the Company to another
entity if, in any such case, (a) the holders of equity securities of the Company
immediately prior to such event beneficially own immediately after such event
equity securities of the resulting entity entitled to more than fifty percent of
the votes then eligible to be cast in the election of directors (or comparable
governing body) of the resulting entity in substantially the same proportions
that they owned the equity securities of the Company immediately prior to such
event or (b) the persons who were members of the Board immediately prior to such
event constitute at least a majority of the board of directors of the resulting
entity immediately after such event.

For purposes of this definition:

(A) “Beneficial owner” (or “beneficial ownership”) includes ownership by
attribution as provided in Reg. §1.409A.

(B) Where applicable, “person” means a person as defined in Section 3(a)(9)
of Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(C) “Acting as a group” means so acting within the meaning of Reg.
§1.409A-3(i)(5)(B, D or C), whichever pertains. Persons will be considered to be
acting as a group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction
with the Company. If a person, including an entity, owns stock in both
corporations that enter into a merger, consolidation, purchase or acquisition of
stock, or similar transaction, such shareholder is considered to be acting as a
group with other shareholders only with respect to the ownership in that
corporation before the transaction giving rise to the change and not with
respect to the ownership interest in the other corporation. Where applicable,
“group” means a group as described in Rule 13d-5 promulgated under the Exchange
Act or any successor regulation.

Page 25

Exhibit B

Separation From Service

A Separation From Service occurs on the date upon which a Participant is no
longer an Employee of the Company, as determined in accordance with Code Section
409A and Treasury Regulation Section 1.409A-1(h).

For purposes of this Plan, an Employee Separates From Service with the
Company if the Employee dies, retires or otherwise has a termination of
employment with the Company. However, the employment relationship is treated as
continuing intact while the Employee is on military leave, sick leave, or other
bona fide leave of absence if the period of such leave does not exceed six
months, or if longer, so long as the Employee153s right to reemployment with the
Company is provided either by statute or by contract. A leave of absence
constitutes a bona fide leave of absence only if there is a reasonable
expectation that the Employee will return to perform services for the Company.
In general, if the period of leave exceeds six months and the Employee153s right
to reemployment is not provided either by statute or by contract, the employment
relationship is deemed to terminate on the first date immediately following such
six-month period.

Whether a termination of employment has occurred is determined based on
whether the facts and circumstances indicate that the Company and Employee
reasonably anticipated that no further services would be performed after a
certain date. An Employee is presumed to have Separated From Service where the
level of bona fide services performed decreases to a level equal to 20 percent
or less of the average level of services performed by the Employee during the
immediately preceding 36-month period (or the full period of services to the
Company if the Employee has been providing services to the Company less than 36
months). Facts and circumstances to be considered in making this determination
include, but are not limited to, whether the Employee continues to be treated as
an Employee for other purposes (such as continuation of salary and participation
in Employee benefit programs), whether similarly situated Employees have been
treated consistently, and whether the Employee is permitted, and realistically
available, to perform services for other Companies in the same line of business.
An Employee will be presumed not to have separated from service where the level
of bona fide services performed continues at a level that is 50 percent or more
of the average level of service performed by the Employee during the immediately
preceding 36-month period. No presumption applies to a decrease in the level of
bona fide services performed to a level that is more than 20 percent and less
than 50 percent of the average level of bona fide services performed during the
immediately preceding 36-month period. The presumption is rebuttable by
demonstrating that the Company and the Employee reasonably anticipated that as
of a certain date the level of bona fide services would be reduced permanently
to a level less than or equal to 20 percent of the average level of bona fide
services provided during the immediately preceding 36-month period or full
period of services provided to the Company if the Employee has been providing
services to the Company for a period of less than 36 months (or that the level
of bona fide services would not be so reduced).

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