2012 Award Formula Under the Company's 2009 Key Officers Incentive Plan



 Exhibit 10.2 
 AWARD FORMULA FOR 2012 
 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. Capitalized terms not defined in this
document have the meaning ascribed under the Plan. There are separate Award Formulas under the Plan for Corporate Participants and Profit Center Participants. 
 Under both formulas, a Participant’s Award is calculated by reference to the Target Percentage of the Participant’s annual salary at the end of the Year. The Award Formulas and each
Participant’s Target Percentage are determined by the 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 2012, Awards under the Plan will be determined by achievement of
the following Performance Objectives. Additional 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)	  	 	60	% 
		  	Free Cash Flow (FCF)	  	 	20	% 
		  	Individual Performance Goals*	  	 	20	% 

  

	*	These awards are established outside the Plan. 

 Award Formula for Corporate Participants 
 Awards for Corporate Participants are
determined by the Company’s aggregate 2012 financial results. Financial results from acquisitions are excluded from calculations in the year of acquisition. 
 The Performance Objectives for Corporate Participants are calculated as follows: 
  

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


  

	1	 Quarterly
averaging of Net PP&E and Working Capital 



	2	 Working Capital,
excluding cash and current maturities of long-term debt, as presented on the Company’s December 31, 2012 Consolidated Balance Sheet 










	 	Cash Flow =	 EBITDA ± Change in Working Capital1 ± Gain or Loss from Non-Cash Impairments – Capital Expenditures 



 

	1	 Change in Working
Capital, excluding cash and current maturities of long-term debt, from December 31, 2011 to December 31, 2012, 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, (ii) unusual in nature,
(iii) infrequent in occurrence, (iv) related to the disposal of a segment of a business, or (v) 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’ Performance Objectives are set forth
below. No Awards are paid for ROCE achievement below 25% and Cash Flow below $226M. The ROCE and Cash Flow payouts are each capped at 150%. Payouts will be interpolated for achievement levels falling between those set out in the schedule.

 2012 
 Corporate Targets and Payout Schedule 
  

									
	ROCE	 	 	  	Cash Flow
	
            Achievement         
   
	  	            Payout       
     	 	 	  	            Achievement      
      	  	            Payout       
     
	< 25%	  	0%	 		  	        <$226M	  	0%
	    25%	  	50%	 	Threshold	  	          $226M	  	50%
	    27%	  	75%	 		  	          $238.5M	  	75%
	    29%	  	100%	 	Target	  	          $251M	  	100%
	    31%	  	125%	 		  	          $263.5M	  	125%
	    33%	  	150%	 	Maximum	  	          $276M	  	150%

 The Award is calculated by multiplying a Participant’s salary, Target Percentage, the relative weight of the
Performance Objective, 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 29% ROCE and $226M 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 manage numerous Profit Centers. The Company sets a ROCE target and a FCF target for each Profit Center every Year. The achievement of those Profit Center targets “rolls
up” to an aggregate achievement for all the operations under a Profit Center Participant’s management. Financial results for each Profit Center may include a critical compliance adjustment, ranging from a potential 5% increase for
exceptional safety performance to a 20% deduction for critical compliance failures. Financial results from acquisitions are excluded from calculations in the year of acquisition. 







 The Performance Objectives for Profit Center Participants are calculated as follows: 

 

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

  

	1	 Monthly averaging
of Net PP&E and Working Capital, adjusted for currency effects. 



	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, and dividends payable. 


  

	 	FCF =	 EBITDA (adjusted for currency effects) ± Change in Working Capital1 ± Gain or Loss from Non-Cash Impairments – Capital Expenditures 



 

	1	 Change in Working
Capital from December 31, 2011 to December 31, 2012 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, and dividends payable. 


 The Committee shall
adjust all items of gain, loss or expense for the fiscal year determined to be (i) extraordinary, (ii) unusual in nature, (iii) infrequent in occurrence, (iv) related to the disposal of a segment of a business, or
(v) 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 aggregate ROCE and FCF targets for the Profit Centers
under the Participant’s management. The ROCE and FCF payouts are each capped at 150%. The payout will be interpolated for achievement levels falling between those set out in the schedule. 

2012 

Profit Center Targets 
  

					
	 Segment
	 	 ROCE Target
	 	 FCF Target

	 Residential
	 	24.3%	 	$117.5M
	 Commercial
	 	19.2%	 	$53.8M
	 Industrial
	 	30.6%	 	$59.0M
	 Specialized
	 	32.7%	 	$39.2M








 2012 
 Profit Center Payout Schedule 
  

							
	 Achievement
	  	 	  	Payout	 
	<80%	  		  	 	0	% 
	  80%	  	Threshold	  	 	60	% 
	  90%	  		  	 	80	% 
	100%	  	Target	  	 	100	% 
	110%	  		  	 	120	% 
	120%	  		  	 	140	% 
	125%	  	Maximum	  	 	150	% 

 The Award is calculated by multiplying a Participant’s salary, Target Percentage, the relative weight of the
Performance Objective, 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 Participant’s Profit Centers achieved 100% of the aggregate ROCE target
and 90% of the aggregate FCF target, as adjusted for compliance, the Participant’s Award under the Plan (which does not include the Individual Performance Goals), would be $95,000. 

 

											
	 Performance Objective
	 	 Participant’s

Base Salary
	 	 Participant’s

Target %
	 	 Relative

Weight
	 	 Payout

Percentage
	 	 Award

	 ROCE
	 	$250,000	 	50%	 	60%	 	100%	 	$75,000
	 FCF
	 	$250,000	 	50%	 	20%	 	80%	 	$20,000
		 		 		 		 		 	  

	 Total Award
	 		 		 		 		 	$95,000