Employment Agreement of Allan J. Ross



 EXHIBIT 10.2 
  
 EMPLOYMENT AGREEMENT 
  
 This Employment Agreement (the “Agreement”) is made as of July 11, 2003 (the “Effective Date”) between Leggett &
Platt, Incorporated (the “Company”) and Allan J. Ross (the “Executive”). 
  
 RECITALS 
  
 The Company, recognizing the value of the Executive to the Company, desires the Executive to remain in the Company’s employment and, accordingly, desires to enter into this Agreement. Executive desires to remain in the employment with
the Company on the terms and conditions set out below. 
  
 AGREEMENT 
  
 NOW THEREFORE, for good and valuable
consideration, the Company and the Executive agree as follows: 
  
 1. Employment/Term 
  
 The Company
hereby employs the Executive for the term of this Agreement. 
  
 This Agreement will begin on the Effective Date and end on February 28, 2005 unless terminated sooner in accordance with the terms hereof. 
  
 2. Duties and Authority 
  
 The Executive will serve as Vice President—Accounting or in such other officer capacity as the Company may assign to the Executive. 
  
 From the date of this Agreement through February 29, 2004, the Executive will
devote his full business time to the affairs of the Company. 
  
 From March 1, 2004 through February 28, 2005, the Executive will devote an average of no less than 30 hours per week to his duties under this Agreement. During this time period, the Executive will be available during normal working hours in
the Carthage Corporate Office for up to six weeks near the end of each calendar quarter and will devote his full business time to the affairs of the Company. Outside of these periods in Carthage, the Executive’s duties may be carried out from
his residence outside of Carthage. 
  
 At the Company’s
request, the Executive will also be available for reasonable travel. 
  
 The Executive will (i) use his best efforts, skills and abilities to promote the Company’s interests, (ii) subject to applicable law, observe and abide by policies and decisions of the Company in all business matters, and (iii) not
breach any material legal or fiduciary duty or material contractual obligation to the Company. 
  

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 3. Salary 
  
 The Executive will continue to receive his current salary through February 29, 2004. Beginning March 1, 2004 the
Executive’s salary will be reduced to 50% of his then current salary. 
  
 4. Bonus 
  
 For 2004 and 2005, the Executive will participate in the Management Incentive Compensation Plan at his current 33% rate based on a pro-rata calculation of full-time and reduced-time base salary. To illustrate, his 2004 bonus will be (2/12
X full-time base salary + 10/12 X reduced-time base salary) X 33% X the applicable payout percentage. Assuming a February 28, 2005 retirement date, his 2005 bonus will be 2/12 X reduced-time base salary X
33% X the applicable payout percentage. Such bonus will be calculated and paid in accordance with the Management Incentive Compensation Plan, as amended from time to time by the Company’s Compensation Committee. 
  
 5. Benefits 
  
 The Executive will be treated as a full-time employee for benefit plan
purposes and, as such, will be entitled to participate in any insurance, retirement or other benefit plan of the Company (as the same may exist from time to time) which is then available to other comparable Company executives. In order to
participate in any such plan, the Executive must qualify for participation under the terms of the plan and applicable law. 
  
 The Executive will continue to receive the use of, and expense reimbursement for, his Company automobile through his retirement date. 
  
 Following the Executive’s completion of his employment obligations under
this Agreement through February 28, 2005, the Company agrees to provide medical coverage for the Executive and his spouse (Joan) until they are individually eligible for Medicare coverage. The medical coverage to be provided after February 28, 2005
will be equivalent to that provided to salaried Corporate Office employees, except that the Company will not require premium payments from the Executive or his spouse after retirement. 
  
 The Company will reimburse Executive for actual housing costs incurred to maintain housing in the Carthage area after
December 31, 2003. Reimbursable costs will include rent, normal utilities and required maintenance. Such costs are estimated to average less than $900 per month, and will be reimbursed as normal out-of-town expenses. 
  
 Upon submission of a copy of the closing statement, the Company agrees to
immediately pay the Executive $14,500 to partially reimburse him for the closing costs incurred on the recent sale of his house at 120 Hidden Valley Drive, Joplin, Missouri. 
  

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 6. Stock Options 
  
 Upon the Executive’s completion of his employment obligations under this Agreement through February 28, 2005, the
Company will vest all unvested and unexercised shares under the following stock option grants to Executive. Such options will continue to be exercisable for 12 months after his retirement date. 
  

	 Grant Date

	  	Number
of Shares

	  	Option Price


	 4/12/99
	  	20,700	  	$	20.00
	 1/2/01
	  	9,500	  	 	17.69
	 1/16/02
	  	11,000	  	 	22.30
	 1/22/03
	  	11,000	  	 	21.01

  
 7. Future
Consulting 
  
 The Company may desire, and the
Executive agrees to consider, a consulting arrangement with the Executive after February 28, 2005. The terms of such arrangement, if any, would be determined by mutual agreement in the future. 
  
 8. Miscellaneous 
  

	 	8.1	 	Neither this Agreement nor any benefits accruing under this Agreement may be assigned without the written consent of the parties, except that the Company may assign this Agreement
to any subsidiary or affiliate of the Company. 

  

	 	8.2	 	This Agreement will be governed by Missouri law. All actions or proceedings arising out of or relating to this Agreement shall be litigated in courts having situs within Jasper
County, Missouri. Executive hereby consents and submits to the jurisdiction of any such court. 

  

	 	8.3	 	This Agreement contains all of the entire understanding of the parties with respect to Executive’s employment with the Company. It may not be changed orally, but only by
agreement signed by each party. 

  

	EXECUTIVE	 	 	 	LEGGETT & PLATT, INCORPORATED
				
	 /s/    ALLAN J. ROSS

	 	 	 	 By:
	 	 /s/    MATTHEW C. FLANIGAN


	 Allan J. Ross
	 	 	 	 Name:
	 	 Matthew C. Flanigan

	 	 	 	 	 	 	 Title:
	 	 Vice President—Chief Financial Officer


  

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