Retirement K Excess Program



 Exhibit 10.2 
 LEGGETT & PLATT, INCORPORATED 
 RETIREMENT K EXCESS PROGRAM 
 Amended and Restated on May 24, 2007, 
 Effective as of January 1, 2007 
  

	1.	NAME AND PURPOSE 

 1.1 Name.
The name of this Program is the “Leggett & Platt, Incorporated Retirement K Excess Program.” 
 1.2 Purpose.
This Program is intended to allow Participants to receive the full Company matching Retirement K contribution to which they would be entitled, but which they are ineligible to receive due to limitations arising from the Internal Revenue Code, the
Company’s 401(k) Plan, and/or participation in other Company benefit programs. 
  

	2.	DEFINITIONS  

 2.1 Beneficiary.
The person or persons designated as the recipient of a deceased Participant’s benefits under the Program. 
 2.2 Board.
The Board of Directors of the Company. 
 2.3 Code. The Internal Revenue Code of 1986, as amended. 
 2.4 Committee. The Compensation Committee of the Board or, except as to Section 16 Officers, the Management Committee or any person to
whom the administrative authority has been delegated by the Committee. 
 2.5 Company. Leggett & Platt, Incorporated.

 2.6 Compensation. The sum of a Participant’s salary earned in a Plan Year plus the Participant’s bonus earned in
that same Plan Year, without reduction for any deferral elections made by the Participant under the Company’s deferred compensation program. 
 2.7 Deferral Percentage. The lesser of (a) 6% or (b) the deferral percentage chosen by the Participant for the Retirement K, without regard to any limitations imposed by the Code and/or the 401(k) Plan. 

2.8 Excess Payment. The cash payment made available to a Participant pursuant to Section 4. 
 2.9 401(k) Plan. The Leggett & Platt, Incorporated 401(k) Plan. 
 2.10 Management Committee. A committee selected by the Board that is authorized to act on behalf of the Committee under the Program, except
with respect to Section 16 Officers. 
 2.11 Match Rate. The Company’s age-weighted match rate assigned to each
Participant under the Retirement K and based upon the Participant’s age as of December 31, 2006. The match rates are 20% for Participants below age 35, 40% for Participants age 35 to 44, 60% for Participants age 45 to 54, and 80% for
Participants age 55 and over. 
 2.12 Participant. An employee who makes deferrals into the Retirement K. 
  

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 2.13 Plan Year. Any calendar year beginning on or after January 1, 2007, in which the
Company maintains the Retirement K. 
 2.14 Retirement K. The enhanced 401(k) program implemented by the Company in 2007 for
the benefit of participants in the 401(k) Plan who were also active participants in the Company’s defined benefit Retirement Plan as of December 31, 2006, the date the Company’s Retirement Plan was frozen. 
 2.15 Retirement K Match Amount. The amount contributed by the Company under the Retirement K feature of the 401(k) Plan and allocated to
the Participant’s Company Matching Contribution Account for the Plan Year. 
 2.16 Section 16 Officers. All officers
of the Company subject to the requirements of Section 16 of the Securities Exchange Act of 1934. 
  

	3.	ELIGIBILITY 

 A Participant shall be eligible
to receive an Excess Payment for a Plan Year in which the Participant makes the maximum permissible deferrals under the 401(k) Plan, after taking into account limitations arising under the Code and the terms of the 401(k) Plan. 
  

	4.	EXCESS PAYMENT 

 (a) Except as provided in
Section 4(b), a Participant’s Excess Payment for a Plan Year shall be calculated by multiplying the Participant’s Compensation by the Deferral Percentage by the Match Rate, then subtracting the Participant’s Retirement K Match
Amount. 
 (b) Notwithstanding the provisions of Section 4(a), no change in a Participant’s Deferral Percentage during the course
of a Plan Year shall increase or decrease the amount of the Participant’s Excess Payment by more than the dollar limitation in effect for that year under Code Section 402(g) (including, in the case of a Participant who is eligible to make
a “catch-up contribution,” as defined in Code Section 414(v), for that Plan Year, the applicable limit on such a catch-up contribution). This Section 4(b) shall be interpreted in accordance with the requirements of Treasury
Regulation Sections 1.409A-2(a)(9)(iii) and (iv) and 1.409A-3(j)(5)(iii) and (iv), as well as any superseding guidance. 
  

	5.	DISTRIBUTION 

 5.1
Distribution. All Excess Payments for a Plan Year shall be distributed within two and a half months following the end of the Plan Year, except to the extent Participants elect to defer their Excess Payments (or a portion thereof)
pursuant to the Company’s deferred compensation program. Any such deferral election shall be made in accordance with the terms of that program and before the Plan Year has commenced (or, in the case of an individual who becomes a Participant
after a Plan Year has commenced, within the time prescribed by the Internal Revenue Service in guidance issued under Code Section 409A). 
 5.2 Distribution Upon Termination. A Participant who is eligible for an Excess Payment during a Plan Year but whose employment by the Company terminated prior to his receipt of the Excess Payment for that same Plan Year
(a) shall be entitled to that Excess Payment and (b) shall receive the Excess Payment in accordance with Section 5.1. 
  

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 5.3 Beneficiary. If a Participant dies before receiving any Excess Payment due under the
Program, such Excess Payment shall be made to the Participant’s Beneficiary. Each Participant may designate a Beneficiary and may change Beneficiaries at any time. No such designation will become effective until received in writing by the
Company. If a Participant has no living designated Beneficiary, then the personal representative of the deceased Participant will be the Beneficiary. 
  

	6.	ADMINISTRATION 

 6.1
Administration. Except to the extent the Committee otherwise designates pursuant to Section 6.2(e), the Committee will control and manage the operation and administration of the Program. 
 6.2 Committee’s Authority. The Committee will have such authority and discretion as may be necessary to discharge its responsibilities
under the Program, including the authority and discretion to: (a) interpret the provisions of the Program; (b) adopt rules of procedure consistent with the Program; (c) determine questions relating to benefits and rights under the
Program; (d) maintain records concerning the Program; and (e) designate any Company employee or committee, including the Management Committee, to carry out any of the Committee’s duties, including authority to manage the operation and
administration of the Program. Notwithstanding Section 6.2(e), the Committee may not delegate its authority with respect to Section 16 Officers. 
  

	7.	CLAIMS 

 The Committee and the Company’s
Secretary will make all determinations regarding benefits under the Program in accordance with ERISA. 
 If a Participant believes she is
eligible for the Program and does not receive such eligibility, she must make a claim in writing to the Committee. Likewise, if a Participant believes she has not received the appropriate Excess Payment, she must make a claim in writing to the
Committee. The Committee will review the claim. If the claim is denied, the Committee will provide a written notice of denial within 90 days setting out: the reasons for the denial; provisions of the Program upon which the denial is based; any
additional information to perfect the claim and why such information is necessary; the steps to be taken if a review is sought, including the right to file an action under Section 502(a) of ERISA following an adverse determination; and the time
limits for requesting a review and for review. 
 If a claim is denied and the Participant desires a review, she must notify the Secretary in
writing within 60 days of the receipt of notice of denial. In requesting a review, the Participant may review the Program or any related document and submit any written statement she deems appropriate. The Secretary will then review the claim and,
if the decision is adverse to the Participant, provide a written decision within 60 days setting out: the reasons for the denial; provisions of the Program upon which the denial is based; a statement that the Participant is entitled to receive, upon
request and free of charge, copies of documents relied upon in making the decision; and the Participant’s right to bring an action under Section 502(a) of ERISA. 
  

	8.	GENERAL PROVISIONS 

 8.1 No
Contract. Nothing contained in the Program will restrict the right of the Company to discharge a Participant or the right of a Participant to resign from employment. The Program should not be construed as an employment contract. 

 

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 8.2 No Assignment. No Participant or Beneficiary may transfer, assign or otherwise encumber
any Excess Payments due under the Program. Such Excess Payments may not be seized by any creditor of a Participant or Beneficiary or transferred by operation of law in the event of bankruptcy, insolvency or death. Any attempted assignment or
transfer will be void. 
 8.3 Unfunded Program. No person will have any interest in the Company’s assets by virtue of the
Program. 
 8.4 No Trust Created. The Program and any action taken pursuant to the Program should not be construed as creating
a trust or other fiduciary relationship between the Company and a Participant, his Beneficiary, or any other person. 
 8.5 Binding
Effect. The Program will be binding upon and inure to the benefit of the Company, its successors and assigns, and each Participant, his heirs, personal representatives, and Beneficiaries. 
 8.6 Amendments and Termination. The Company will have the right to amend or terminate the Program at any time. However, no such amendment
or termination will deprive any Participant of the right to payments previously earned. 
 8.7 Governing Law. To the extent not
preempted by ERISA, this Program will be governed by Missouri law. 
 8.8 Notices. Any notice or claim given under the Program
will be in writing and signed by the party giving the same. If such notice or claim is mailed, it will be sent by United States first class mail, postage prepaid, addressed to the recipient’s last known address as shown on the Company’s
records. The date of such mailing will be deemed the date of notice. 
  

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