2010 Award Formula under the Company's 2009 Key Officers Incentive Plan



 EXHIBIT 10.2 
 AWARD FORMULA FOR 2010 
 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 2010, 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 2010 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, 2009 and December 31, 2010 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, 2009 to December 31, 2010, 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 19% and Cash Flow below $260M. The payout is capped at 150%. The payout will be interpolated for achievement levels falling between those set out in the schedule. 
 2010 
 Corporate Payout Schedule 
  

										
	ROCE	 	 	  	Cash Flow
	 Achievement
	  	Payout	 	 	  	Achievement	  	Payout
	 < 19%
	  	    0%	 		  	<$	260M	  	0%
	     19%
	  	  50%	 	Threshold	  	$	260M	  	50%
	     21%
	  	  75%	 		  	$	272.5M	  	75%
	     23%
	  	100%	 	Target	  	$	285M	  	100%
	     25%
	  	125%	 		  	$	297.5M	  	125%
	     27%
	  	150%	 	Maximum	  	$	310M	  	150%

 The award is
calculated by multiplying a participant’s salary, 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 23% ROCE and $260M 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 
  

 2 









	 	1	 Corporate
allocations include certain general and administrative corporate income and expenses allocated on the basis of sales and EBIT, as described in footnote F of Form 10-K dated February 25, 2010. 



	 	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. 


  

					
	 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, unbudgeted 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. 
 2010 

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 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% of 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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