Leggett & Platt - S-8 Exhibit 4.1 - February 11, 2002



Exhibit 4.1



LEGGETT
& PLATT, INCORPORATED


DIRECTOR
STOCK OPTION PLAN


(As Amended
Through February 5, 1997)


Section 1.  Purpose.


        The
purpose of this Director Stock Option Plan (the “Plan”) of
Leggett & Platt, Incorporated (the “Company”) is to
encourage ownership in the Company by outside directors of the Company whose
continued services are considered essential to the Company’s continued
progress and thus to provide them with a further incentive to continue as
directors of the Company. 


Section 2.  Administration.


        The
Plan shall be administered by a committee (the “Committee”) of
three or more persons appointed by the Board of Directors of the Company, all of
whom shall be employees of the Company, but none of whom shall be participants
in the Plan. Grants and stock options under the Plan and the amount and nature
of the awards to be granted shall be automatic as described in section 6 hereof.
However, all questions or interpretation of the Plan or of any opinions issued
under it shall be determined by the Committee and such determination shall be
final and binding upon all persons having an interest in the Plan. Any or all
powers and discretion vested in the Committee under the Plan may be exercised by
any subcommittee so authorized by the Committee. 


Section 3.  Participation in the Plan.


        All
directors of the Company shall be eligible to participate in the Plan unless
they are employees of the Company or any subsidiary of the Company. 


Section 4.  Stock Subject to the Plan.


        The
stock which is made the subject of awards granted under the Plan shall be the
Company’s Common Stock (“Common Stock”), par value $.01
per share. The total number of shares issuable under the Plan, as adjusted for
all stock splits occurring since the Plan became effective, shall not exceed
400,000 shares (subject to adjustment under Section 12). If any outstanding
option under the Plan for any reason expires or is terminated without having
been exercised in full, the shares allocable to the unexercised portion of such
option shall again become available for grant pursuant to the Plan. 


Section 5.  Non-Statutory Stock Options.


        All
options granted under the Plan shall be non-statutory options not entitled to
special tax treatment under Section 422 of the Internal Revenue Code of 1986, as
amended to date. 


Section 6.  Terms, Conditions and Form of Options.


        Each
option granted under the Plan shall be evidenced by a written agreement in such
form as the Committee shall from time to time approve (the “Option
Agreement”), which agreements shall comply with and be subject to the
following terms and conditions: 


	 	
A.     Option Grant Dates. Options shall be granted automatically on the first
trading day in any calendar quarter (the “Grant Date”) of any
year to any eligible director who prior to such Grant Date files with the
Committee or its designate an irrevocable election to receive a stock option in
lieu of all or twenty-five (25%), fifty (50%) or seventy-five (75%) percent of
the annual retainer and fees which would be paid to the eligible director for
attendance at all anticipated regularly scheduled meetings of the Board of
Directors and its Committees to be earned by the director during the twelve
month period following such Grant Date (the “Grant Year”). The
percentage of fees to be foregone in favor of an option shall be stated in the
election to be filed with the Committee, as provided above. In the event that
the annual retainer or fees are increased during any particular Grant Year or
unanticipated meetings occur for which fees are payable to the eligible
director, an additional grant shall be made as respects the incremental increase
or additional fee consistent with the director’s previous election as of
the day upon which such increase or additional fee becomes effective.










	 	        Unless
prior to the end of a Grant Year the Director notifies the Committee of his
intent to terminate or modify the previous election, additional options shall be
granted automatically on the first trading day in the calendar quarter
immediately following the end of the preceding Grant Year consistent with the
Director’s previous election.



	 	
B.     Option Formula.  The number of option shares granted to any eligible  director shall be
equal to the number of shares  (rounded to the nearest  whole  share)  determined  in  accordance
with the following formula:





	 	Deferred Retainer
	 	=	Number of
Shares	 
	 	(Fair Market Value x .5)	 





	 	        “Deferred
Retainer” shall mean the amount which the director would be entitled to
receive for serving as a director in the relevant Grant Year (including
attendance fees which would be paid to the eligible director for attendance at
all anticipated regularly scheduled meetings of the Board of Directors and its
Committees) but for the election referred to in Subsection 6.A above.
“Fair Market Value” shall mean the fair market value of the
Company’s Common Stock at the close of business on the relevant Grant Date
as reported on the New York Stock Exchange Composite Tape.



	 	
C.     Options Limited Transferability. Each option granted under the Plan by
its terms shall not be transferable by the director otherwise than (i) by will
or, if he dies intestate, by the laws of descent and distribution of the state
of his domicile at the time of his death, or (ii) to an immediate family member
or trust, corporation, partnership or other entity controlled by the director or
an immediate family member or in which the director or an immediate family
member is a beneficiary, partner, shareholder or member. The term
“immediate family member” means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships. The transferee of a director shall not have the right to
transfer the options transferred to him except by will or, if he dies intestate,
by the laws of descent and distribution. A transfer to a minor shall not be
permitted except pursuant to the Uniform Transfers to Minors Act or similar
legislation. If a director transfers of an option he shall immediately notify
the Committee in writing of the name and address of the transferee, the number
of options transferred and the date the transfer was made. Except as provided
above, no option or interest therein may be transferred, assigned, pledged or
hypothecated by the director during his lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment or similar process.


	 	D.     
Period of Option. Subject to the paragraph below concerning options
granted due to retainer increases during a Grant Year, options become
exercisable on the first anniversary of the date on which they were granted;
provided, however, that any option granted pursuant to the Plan shall become
exercisable in full upon the death of the director, his retirement because of
age or his total and permanent disability. No option shall be exercisable after
the expiration of fifteen (15) years from the date on which such option is
granted. Each option shall be subject to termination before its date of
expiration as hereinafter provided.





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	 	        Options
granted due to an increase in retainer during a Grant Year (“Increase
Options”) shall become exercisable and shall terminate at the same
time and in the same manner as the options granted at the beginning of that
Grant Year.



	 	
E.     Exercise of Option. An option granted hereunder may be exercised only by
delivering a written notice to the Company accompanied by payment of the full
consideration for such shares as to which such options are exercised. Unless
otherwise prohibited by the Option Agreement, such consideration may be paid by
delivery of shares of Common Stock or a combination of cash and shares of Common
Stock; any such shares shall be valued at the fair market value of such shares
on the date of exercise. Options may be exercised in full or in part for whole
shares (no fractional shares will be issued) and any exercisable portion of an
option grant not exercised may be later exercised subject to the expiration date
stated above. The written notice referred to above shall specify the number of
shares the optionee then desires to purchase.


	 	If any option has not been fully exercised on the last day of the term
(“expiration date”), the unexercised portion of the Option shall be
deemed exercised on such expiration date. In such event, shares of Common Stock
shall not be issued until the option price and any other required amounts have
been paid.


	 	
F.     Exercise by Representative Following Death of Director. Upon the death of
a director, his options shall be exercisable by the person or persons entitled
to do so under his will or by written designation filed with the Committee, or,
if the director shall fail to make testamentary disposition of said options or
shall die instate, by the director’s legal representative or
representatives. All such options must be exercised prior to the specified
expiration date of such options as provided in Section 6.D. Any exercise by a
representative shall be subject to the provisions of this Plan.


	 	G.     Proration.  In the event an  optionee  ceases to be a director  of the  Company  for any
reason prior to such time as an option  granted under the Plan becomes  exercisable,  such option
shall  terminate in respect to the nearest  whole number of optioned  shares as is the product of
the total number of shares  subject to such option  multiplied  by a fraction  (the “Fraction”),
the  numerator of which is the number of months  remaining in the Grant Year  following the month
in which said optionee ceases to be a director and the denominator of which is twelve (12).


	 	        As
to Increase Options the numerator of the Fraction shall be the number of months
remaining in the Grant Year and the denominator shall be the number of months
between the date on which the Increase Options were granted and the end of the
Grant Year.



	 	If
the optionee fails to attend any regularly scheduled meetings of the Board of
Directors or its Committees, the director’s option shall terminate as to
the number of shares attributable to the attendance fees applicable to such
meeting.





Section 7.  Modification, Extension and Renewal of Options.


        The
Committee shall have the power to modify, extend or renew outstanding options
and authorize the grant of new options in substitution therefor, provided that
any such action may not have the effect of altering or impairing any rights or
obligations of any option previously granted without the consent of the
director. 


Section 8.  Option Price.


        The
option price per share for the shares covered by each option shall be .5 x Fair
Market Value. 


Section 9.  Assignability.


        The
rights and benefits under this Plan shall not be assignable or transferable by
the director excepted as provided herein. 


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Section 10.  Time for Granting Options.


        All
options for shares subject to the Plan shall be granted, if at all, not later
than May 9, 2009. 


Section 11.  Limitation of Rights.


	 	
A.     No Right to Continue as a Director. Neither the Plan, nor the granting of
an option nor any other action taken pursuant to the Plan shall constitute or be
evidence of any agreement or understanding, expressed or implied, that the
Company will retain a director for any period of time, or at any particular rate
of compensation.


	 	
B.     No Shareholders’ Right for Options. An optionee shall have no rights
as a shareholder with respect to the shares covered by his options until the
date of the issuance to him of a stock certificate therefor, and no adjustment
will be made for dividends or other rights for which the record date is prior to
the date such certificate is issued.





Section 12.  Adjustment of Number of Shares.


        In
the event that a stock dividend or stock split shall hereafter be declared with
respect to the Company’s Common Stock, the number of shares of Common Stock
then subject to any outstanding option under the Plan, the number of shares as
to which an option is to be granted to a director under the Plan, and the number
of shares reserved for issuance pursuant to the plan but not yet covered by an
outstanding option shall be adjusted by adding to each such shares the number of
shares which would be distributable thereon if such share had been outstanding
on the date fixed for determining the shareholders entitled to receive such
stock dividend or stock split. In the event that the outstanding shares of
Common Stock shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company, whether through
reorganization, recapitalization or reclassification, then there shall be
substituted for each share of Common Stock subject to an outstanding option and
for each share of Common Stock reserved for delivery pursuant to the Plan but
not yet covered by an option, the number and kind of shares of stock or other
securities in to which each outstanding share of Common stock shall be so
changed or for which each such share shall be so exchanged. In the event there
shall be any change other than as specified above in this Section 12 or in
Section 13 in the outstanding shares of Common Stock or of any stock or other
securities into which such Common Stock shall have been changed or for which it
shall have been exchanged, then the Committee may make such adjustment or
change, if any, as it deems equitable in the number or kind of shares or other
securities then subject to outstanding options. In the case of any such
substitution or adjustment provided for in this Section 12, the option price for
each share covered by outstanding options prior to such substitution or
adjustment will be the option price for all shares of stock or other securities
which shall have been substituted for such share or to which such share shall
have been adjusted pursuant to this Section 12. No adjustment or substitution
provided for in this Section 12 shall require the Company to sell a fractional
share, and any fractional share resulting from any such adjustment or
substitution shall be eliminated from the option in question. 


Section 13.  Business Combinations.


        In
the event that, while there remain options outstanding hereunder, there shall
occur a dissolution of the Company, a merger or consolidation in which the
Company is not the surviving corporation (for such purpose, the Company shall
not be deemed the surviving corporation in any such transaction if, as a result
thereof, it becomes a wholly owned subsidiary of another corporation) or a
transfer, in one or a series of related transactions, of substantially all of
the assets of the Corporation: 


	 	
(a)     If a provision is made in writing in connection with such transaction for the
assumption and continuance of any such option, or the substitution for such
option of a new substantially equivalent option covering different shares or
securities, with appropriate adjustment as to the number and kinds of shares or
other securities deliverable with respect thereto, the existing option, or the
new option substituted therefor, as the case may be, shall continue in the
manner and under the terms provided; or





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(b)     If provision is not made in such transaction for the continuance and assumption
of any such option or for the substitution of a new substantially equivalent
option, then the holder of such option shall be entitled immediately prior to
the effective date of any such transaction to purchase the full number of shares
covered by such option whether or not then exercisable as to such shares. The
unexercised portion of any option shall be deemed cancelled as of the effective
date of such transaction.





Section 14.  Effective Date of Plan; Shareholder Approval.


        The
Plan took effect on December 12, 1988 and was adopted by the Company’s
shareholders on May 10, 1989. 


Section 15.  Amendment of the Plan.


        The
Board of Directors may suspend or discontinue the plan or amend it in any
respect whatsoever; provided, however, that without approval of the shareholders
of the Company, no revision or amendment shall increase the number of shares
subject to the Plan (except as provided in Section 12), change the designation
of the class of directors eligible to receive options, or materially increase
the benefits accruing to participants under the Plan. 


Section 16.  Notice.


        Any
written notice to the Company or the Committee required by any provisions of the
Plan shall be addressed to the Secretary of the Company and shall become
effective when it is received. 


Section 17.  Governing Law.


        The
Plan and all determinations made and actions taken pursuant thereto shall be
governed by the laws of the State of Missouri and construed accordingly. 


Section 18.  Miscellaneous.


        Any
director to whom an option was granted after December 31, 1996 may elect to
amend his option to conform to the terms of the Plan as amended through February
5, 1997. 


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