EXHIBIT 3.3
 AMENDED AND RESTATED BYLAWS
OF
LA-Z-BOY INCORPORATED
  ARTICLE I
 Name and Office
 Name
 Registered Office
 Other Offices
 ARTICLE II
 Capital Stock and Transfers
 Share Certificates
 Required Signatures
 Required Information




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Uncertificated Shares
 Lien
 Transfers
 Replacement of Lost, Stolen or Destroyed Share Certificates
 Transfer Agent and Registration
 Rules of Issue and Transfer
 -2-




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Registered Shareholders
 ARTICLE III
 Shareholders and Meetings
 Annual Meeting of Shareholders
 Special Meetings of Shareholders
 Notice of Meetings of Shareholders
 Mailing Notice
 Single Notice to Shareholders with Common Address
 -3-




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Presiding Officer
 Vote of Shareholders; Proxies
 Quorum of Shareholders
 -4-




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Required Vote
 Removal
 List of Shareholders Entitled to Vote
     Record Date for Determination of Shareholders
 -5-




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Inspectors of Election
 Notice of Shareholder Business and Nominations
  Annual Meetings of Shareholders
      -6-




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provided, however,
    -7-




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-8-




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Special Meetings of Shareholders
   -9-




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General
      -10-




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ARTICLE IV
 Directors
 Number and Powers of Directors
 Classification and Term of Office
 Regular Meetings of Board
 Special Meetings of Board
 Notice
 Quorum and Required Vote
 -11-




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Annual Meeting; Election of Officers
 Vacancies
 Directors Report
 Committees of Directors
 -12-




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Compensation of Directors
 Action by Written Consent
 Participation in Meeting by Telephone
 Nomination of Director Candidates
 Procedure for Nominations by the Board of Directors
 -13-




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Procedure for Nominations by Shareholders
 Questionnaires
 Determination of Compliance with Procedures
 -14-




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ARTICLE V
 Officers
 In General
 Chairman of the Board
 -15-




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Vice Chairman of the Board
 President and Chief Executive Officer
 Vice Presidents
 Secretary and Assistant Secretaries
 -16-




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Treasurer and Assistant Treasurers
 Indemnification of Directors, Officers and Others
 Indemnification of Directors and Officers: Claims by Third Parties
 -17-




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Indemnification of Directors and Officers: Claims Brought by or in the Right
of the Corporation
 Actions Brought by the Indemnitee
 -18-




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Approval of Indemnification
 Advancement of Expenses
 Partial Indemnification
 -19-




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Article Provision Eliminating or Limiting Director Liability
 Indemnification of Employees and Agents
 Other Rights of Indemnification
 -20-




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Definitions
 Liability Insurance
 Enforcement
 -21-




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Contract with the Corporation
 Application to a Resulting or Surviving Corporation or Constituent
Corporation
 Severability
 ARTICLE VI
 Dividends and Finance
 Dividends
 -22-




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Deposits
 Checks
 ARTICLE VII
 Fiscal Year
  ARTICLE VIII
 Amendments
    ARTICLE IX
 General Provisions
 Distributions in Cash or Property
 -23-




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Reserves
 Voting Securities
 Contracts, Conveyances, Etc
 Corporate Books and Records
 Seal
 -24-




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Electronic Notices and Communications
     -25-