Form of 5.00% Notes due 2015



 EXHIBIT 4.1 
  

Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) (the
“U.S. Depositary”) to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the
Depositary and any payment is made payable to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. 
  
 This Security may not be transferred except as a whole by the U.S. Depositary
to a nominee of the U.S. Depositary or by a nominee of the U.S. Depositary to the U.S. Depositary or another nominee of the U.S. Depositary or by the U.S. Depositary or any such nominee to a successor U.S. Depositary or a nominee of such successor
U.S. Depositary, unless and until this Security is exchanged in whole or in part for Securities in definitive form. 
  
  







 LEGGETT & PLATT, INCORPORATED 
 5.00% Note due 2015 
  

			
	 	 	CUSIP No. 524660 AV9
	No. R-1	 	$200,000,000

  
 LEGGETT & PLATT,
INCORPORATED, a corporation duly organized and existing under the laws of Missouri (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS on August 15, 2015, and to pay interest thereon from August 12, 2005 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually in arrears on February 15 and August 15 in each year, commencing February 15, 2006, and at Stated Maturity or redemption, if any, at the rate of 5.00% per annum until the principal hereof is paid or made available for
payment. Interest so payable shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Notwithstanding the foregoing, interest payable at Maturity shall be paid to the Person to whom principal shall be paid. Except as otherwise provided in the Indenture, any such interest not
punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and such Defaulted Interest may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. 
  
 Payment of the
principal of and interest on this Security will be made at the offices of JPMorgan Chase Bank, N.A. in New York, New York or at such other office or agency as may be designated for such purpose by the Company from time to time and will be made in
such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register, or in the case of Holders of $1,000,000 or more in aggregate principal amount of the Securities of this series shall be entitled to receive payment of
interest by wire transfer to an account of the Person entitled thereto located in the United States, provided, that such Person shall have given to the Paying Agent satisfactory wire transfer instructions by the Regular Record Date preceding the
applicable Interest Payment Date, with reference to the identifying information concerning such Holder to be found in the Security Register. 
  

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 The Securities of this series are subject to redemption prior to Stated Maturity as described on the
reverse hereof. 
  
 Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
  

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  
 Dated: August 12, 2005 
  

			
	LEGGETT & PLATT, INCORPORATED
		
	By:	 	  


	Name:	 	Matthew C. Flanigan
	Title:	 	Senior Vice President
	 	 	and Chief Financial Officer


  
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Securities of
the series designated therein referred to in the within-mentioned Indenture. 
  

			
	JPMORGAN CHASE BANK, N.A., as Trustee
		
	By:	 	  


	 	 	Authorized Officer


  

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 REVERSE SIDE OF NOTE 
  
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under a Senior Indenture, dated May 6, 2005 (herein called the “Indenture”), between the Company and JPMorgan Chase Bank, N.A., as Trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be authenticated and delivered. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holders
hereof to all of the terms and provisions of the Indenture. This Security is one of the series designated on the face hereof. By the terms of the Indenture, additional Securities of other separate series, which may vary as to date, amount, Stated
Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited principal amount. 
  
 If any Interest Payment Date, Redemption Date or the Stated Maturity of this Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of the Indenture or this Security), payment of interest or principal due on this Security need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at the Place
of Payment, with the same force and effect as if made on the Interest Payment Date, Redemption Date or at Stated Maturity, provided that no interest shall accrue on such unpaid interest or principal for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be, to such Business Day. 
  
 Except as set forth below, this Security is not redeemable prior to Stated Maturity and is not entitled to the benefit of a sinking fund or any analogous provision. 
  
 This Security is redeemable, in whole or in part, at the option of the
Company, at any time at a Redemption Price equal to the greater of (i) 100% of its principal amount, or (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of those payments of interest accrued as of the date of redemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate (as defined below) plus 12.5 basis points, plus, in each case, accrued interest thereon to the Redemption Date. 
  
 “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.  
  
 “Comparable Treasury Issue” means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the remaining term of this Security that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of this Security. 
  

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 “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the
Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all such
Reference Treasury Dealer Quotations. 
  
 “Quotation
Agent” means one of the Reference Treasury Dealers appointed by the Company. 
  
 “Reference Treasury Dealer” means (i) J.P. Morgan Securities Inc. and three additional primary U.S. Government securities dealers in New York City (each a “Primary Treasury Dealer”) selected by the
Company and their successors; provided, however, that if any of them shall cease to be a Primary Treasury Dealer, the Company shall substitute another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealers selected by the Company.

  
 “Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, after consultation with the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that Redemption Date. 
  
 Notice of any redemption shall be given by first-class mail, postage pre-paid, mailed not less than 30 days but not more
than 60 days before the Redemption Date to the Holders of the Securities of this series to be redeemed, at each Holder’s address appearing in the Security Register, but failure to give such notice in the manner herein provided to the Holder of
any Securities of this series designated for redemption shall not affect the validity of the proceedings for the redemption of any other such Security or portion thereof. Any notice that is mailed to the Holders in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Notice of redemption having been given as aforesaid, the Securities of this series so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities of this series or portions thereof called for redemption. If less than
all of the Securities of this series are to be redeemed, the Securities of this series to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. 
  
 In the event of a redemption of this Security in part only, a new Security or
Securities of this series, of like tenor of any authorized denomination for the unredeemed portion hereof will be issued in the name of the Holder of this Security upon cancellation hereof. Except as otherwise provided herein, Article XIII of the
Indenture shall apply to this Security. 
  
 If an Event of Default
with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture. 
  

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 The Indenture contains provisions for defeasance at any time of the Company’s obligations in respect
of (i) the entire indebtedness of this Security or (ii) certain restrictive covenants with respect to this Security, in each case upon compliance with certain conditions set forth therein. 
  
 The Indenture permits, with certain exceptions as therein provided, the
Company to enter into a supplemental indenture with the Trustee to amend certain provisions thereof and modify the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the
Indenture at any time with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the Holders of
any Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security. 
  
 No reference herein to the Indenture
and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed. 
  
 As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the
principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor and of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

  
 The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any amount in excess thereof which is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
  

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 No service charge shall be made for any such registration of transfer or exchange, except as provided in
the Indenture, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
  
 The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered in the Security
Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
  
 This Security shall be governed by and construed in accordance with the laws
of the State of New York, without regard for principles of conflicts of law. 
  
 All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
  
 As provided in the Indenture, no recourse shall be had for the payment of the principal of or interest on any Securities, or any part thereof, or for any
claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under this Security or the Indenture, against, and no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation),
whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Securities are solely corporate
obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as a part of the consideration for, the execution of the Indenture and the issuance of the Securities. 
  

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 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 
  

 [Please insert social
security or other identifying number of assignee] 
  

 [Please print or typewrite name and address of assignee] 
  


 
 the within Security of LEGGETT & PLATT, INCORPORATED and does hereby irrevocably
constitute and appoint                     , Attorney, to transfer said Security on the books of the within-mentioned Company, with full power
of substitution in the premises. 
  
 Dated:
                         

	
	  
	
	  


	Notice: The signature to this assignment
	must correspond with the name as written
	upon the face of the Security in every
	particular without alteration or
	enlargement or any change whatsoever.


  

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