2009 Award Formula under the Company's 2009 Key Officers Incentive Plan



 Exhibit 10.2 
 AWARD FORMULA FOR 2009 
 LEGGETT & PLATT, INCORPORATED 
 2009 KEY OFFICERS INCENTIVE PLAN 
 The 2009 Key
Officers Incentive Plan (“Plan”) provides cash awards to participants based on the Company’s operating results for the prior year. There are two award formulas under the Plan, one for Corporate participants and one for Profit
Center participants. 
 Under both formulas, a participant’s award is calculated by reference to a percentage of the participant’s annual salary at
the end of the year (the “target percentage”). The award formula and each participant’s target percentage are determined by the Plan Committee no later than 90 days after the beginning of each year or before 25% of the
performance period has elapsed. 
 Participants in the Plan are the executive officers of the Company. The Company has a separate Key Management Incentive
Plan for other employees. Awards under the Key Management Incentive Plan are calculated in substantially the same manner as awards under the Plan. 
 For
2009, awards under the Plan will be determined by achievement of the following performance objectives. In addition, awards will be made based on the achievement of Individual Performance Goals, which will be established separately from this Plan and
will be wholly independent of awards under this Plan. 
  

						
	 Participant Type
	  	 Performance Objectives
	  	Relative
Weight	 
	 Corporate Participants
	  	Return on Capital Employed (ROCE)	  	60	%
			
		  	Cash Flow	  	20	%
			
		  	Individual Performance Goals*	  	20	%
			
	 Profit Center Participants
	  	Return on Capital Employed (ROCE)	  	40	%
			
		  	Budgeted Earnings	  	40	%
			
		  	Individual Performance Goals*	  	20	%


	 	



	 	*	This portion of the award is established outside the Plan. 

 Award Formula for Corporate Participants 
 Awards for Corporate participants are determined by the Company’s aggregate 2009
financial results. The performance objectives are calculated as follows. Financial results from acquisitions completed during the year are excluded from the calculations. 
  

					
	ROCE =	  	 EBIT
	  	
		  	Net PP&E and Working Capital1,2	  	


	 	



	 	1	We use a quarterly average for PP&E and Working Capital 


	 	2	Working Capital, excluding cash and current maturities of long-term debt, as presented on the December 31, 2008 and December 31, 2009 Company’s Consolidated Balance
Sheets 

 Cash Flow = EBITDA – Capital Expenditures +/-
Change in Working Capital1 

	 	



	 	 1
	 Change in Working Capital, excluding cash and current maturities of long-term debt, from December 31, 2008 to
December 31, 2009, as reflected on the Company’s Consolidated Balance Sheets 









 The Committee shall adjust all items of gain, loss or expense for the fiscal year determined to be (i) extraordinary
or unusual in nature, (ii) infrequent in occurrence, (iii) related to the disposal of a segment of a business, or (iv) related to a change in accounting principle, all as determined in accordance with standards established under
Generally Accepted Accounting Principles. 
 Achievement targets and payout percentages for Corporate participants are set forth below. No awards are paid
for ROCE achievement below 14.1% and Cash Flow below $310M. The payout is capped at 150%. The payout will be interpolated for achievement levels falling between those set out in the schedule. 
  

											
	 	2009	 
	 	Corporate Payout Schedule	 
		
	ROCE	 	 	Cash Flow	 
	 Achievement
	  	Payout	 	 	Achievement	  	Payout	 
	<	14.1%	  	0	%	 	<$	310M	  	0	%
	 	14.1%	  	50	%	 	$	310M	  	50	%
	 	15.6%	  	75	%	 	$	326.25M	  	75	%
	 	17.0%	  	100	%	 	$	342.5M	  	100	%
	 	18.4%	  	125	%	 	$	358.75M	  	125	%
	 	19.8%	  	150	%	 	$	375M	  	150	%

 The award is calculated by multiplying a participant’s salary, his target percentage, the relative weight of
the performance measure, and the payout percentage. The sample calculation set forth below assumes a participant with a base salary of $250,000 and a target percentage of 50%. If the Company achieved 17% ROCE and $310M Cash Flow, the
participant’s award under the Plan (which does not include the Individual Performance Goals), would be $87,500. 
  

																
	 Performance Objective
	  	Participant’s
Base Salary	  	Participant’s
Target %	 	 	Relative
Weight	 	 	Payout
Percentage	 	 	Award
	 ROCE
	  	$	250,000	  	50	%	 	60	%	 	100	%	 	$	75,000
						
	 Cash Flow
	  	$	250,000	  	50	%	 	20	%	 	50	%	 	$	12,500
						
	 Total Award
	  			  			 			 			 	$	87,500

 Award Formula for Profit Center Participants 
 Profit Center participants in the Plan manage numerous operating locations. The Company sets a Budgeted Earnings target and a ROCE target for each operating location
every year. The achievement of those targets at each operating location “rolls up” to an aggregate achievement for all the operations under a Profit Center participant’s management. 
 The performance objectives are calculated as follows. Financial results from acquisitions completed during the year are excluded from the calculations. 
 Budgeted Earnings = Operating Income + Corporate Allocations1 + Intracompany Sales Credits2 

	 	



	 	1	Corporate allocations include certain general and administrative corporate income and expenses allocated on the basis of sales and EBIT, as described in footnote O of Form 10-K
dated February 25, 2009. 


	 	2	Intracompany sales credits equal to 10% of product cost apply only to those operations that do not transfer product at amounts that approximate market-based selling prices.


  

 2 









					
	 ROCE =
	  	 Budgeted Earnings
	  	
		  	Net PP&E + Working Capital1, 2	  	


	 	



	 	1	We use monthly averaging for PP&E and Working Capital 


	 	2	Working Capital excludes cash and current maturities of long-term debt and balance sheet items not directly related to on-going profit center activity, such as interest receivable
and payable, income taxes receivable and payable, current deferred taxes assets and liabilities, restructuring liabilities, and dividends payable. 

 The Committee shall adjust all items of gain, loss or expense for the fiscal year determined to be (i) extraordinary or unusual in nature, (ii) infrequent in occurrence, (iii) related to the disposal of a segment of a
business, or (iv) related to a change in accounting principle, all as determined in accordance with standards established under Generally Accepted Accounting Principles. 
 Achievement targets and payout percentages for Profit Center participants are set forth below. No awards are paid for achievement below 80% of the ROCE and Budgeted Earnings target for that business segment. The
payout is capped at 150%. The payout will be interpolated for achievement levels falling between those set out in the schedule. 
 2009

 Profit Center Payout Schedule 
  

			
	 Achievement
	  	 Payout

	 <80%
	  	0%
	 80%
	  	60%
	 90%
	  	80%
	 100%
	  	100%
	 110%
	  	120%
	 120%
	  	140%
	 125%
	  	150%

 The award is calculated by multiplying a participant’s salary, his target percentage, the relative weight of
the performance measure, and the payout percentage. The sample calculation below assumes a participant with a base salary of $250,000 and a target percentage of 50%. If the business segment achieved 100% if its ROCE target and 90% of its Budgeted
Earnings target, the participant’s award under the Plan (which does not include the Individual Performance Goals), would be $90,000. 
  

																
	 Performance Objective
	  	Participant’s
Base Salary	  	Participant’s
Target %	 	 	Relative
Weight	 	 	Payout
Percentage	 	 	Award
	 ROCE
	  	$	250,000	  	50	%	 	40	%	 	100	%	 	$	50,000
						
	 Budgeted Earnings
	  	$	250,000	  	50	%	 	40	%	 	80	%	 	$	40,000
						
	 Total Award
	  			  			 			 			 	$	90,000

  

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