Tri-Party Agreement under the November 24, 1999 Indenture



 Exhibit 4.2.1 
 TRI-PARTY AGREEMENT 
 This TRI-PARTY AGREEMENT (this “Instrument”), dated as of February 20,
2009, by and among LEGGETT & PLATT, INCORPORATED, (“L&P”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NA, as successor to The Chase Manhattan Bank (the “Prior Trustee”) and U. S. BANK NATIONAL ASSOCIATION, a national
banking association duly organized and existing under the laws of the United States of America (the “Successor Trustee”). 
 WITNESSETH 
 WHEREAS, on November 24, 1999 L&P entered into the Indenture dated November 24, 1999 (the “Indenture”)
providing for the issuance of the 4.70% Notes due 2013, the 4.65% Notes due 2014 and the 4.40% Notes due 2018 (the “Securities”); and 
 WHEREAS,
the Prior Trustee has been acting as Trustee under the Indenture; and 
 WHEREAS, Section 610 of the Indenture provides that the Trustee may resign at
any time; and 
 WHEREAS, Section 610 of the Indenture further provides that in case the Trustee shall resign, L&P may appoint a successor Trustee;
and 
 WHEREAS, Section 609 of the Indenture further provides that the successor Trustee shall be qualified under the provisions of such
Section 609 of the Indenture; and 
 WHEREAS, Section 611 of the Indenture further provides that any successor Trustee appointed under the
Indenture shall execute, acknowledge and deliver to L&P and to the Prior Trustee an instrument accepting such appointment, thereupon the removal of the Prior Trustee shall become effective and the Successor Trustee without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and responsibilities of the Prior Trustee; 
 NOW, THEREFORE, pursuant to the
Indenture and in consideration of the covenants herein contained, it is agreed as follows (words and phrases not otherwise defined in this Instrument having the definitions given thereto in the Indenture): 
  

	1.	Pursuant to the terms of the Indenture, L&P has notified the Prior Trustee that the Prior Trustee has been removed as Trustee under the Indenture effective as of February 20,
2009 (the “Effective Date”). 

  

	2.	Effective as of the Effective Date, the Prior Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all of its rights, title, interest under the
Indenture and all of its rights, title, interests, capacities, privileges, duties and responsibilities as Trustee under the Indenture, except as set forth in paragraph 19 hereof. 

  

	3.	The Prior Trustee agrees to execute and deliver such further instruments and shall take such further actions as the Successor Trustee or L&P may reasonably request so as to more
fully and certainly vest and confirm in the Successor Trustee all of the rights, title, interests, capacities, privileges, duties and responsibilities hereby assigned, transferred, delivered and confirmed to the Successor Trustee, including without
limitation, the execution and delivery of any instruments required to assign all liens in the name of the Successor Trustee. 

  

	4.	Effective as of the Effective Date, L&P hereby removes the Prior Trustee and L&P appoints the Successor Trustee as successor Trustee under the Indenture; and L&P
confirms to the Successor Trustee all of the rights, title, interest, capacities, privileges, duties and responsibilities of the Trustee under the Indenture except as set forth in paragraph 19 hereof. 









	5.	L&P agrees to execute and deliver such further instruments and to take such further action as the Successor Trustee may reasonably request so as to more fully and certainly vest
and confirm in the Successor Trustee all the rights, title, interests, capacities, privileges, duties and responsibilities hereby assigned, transferred, delivered and confirmed to the Successor Trustee. 

  

	6.	Effective as of the Effective Date, the Successor Trustee hereby accepts its appointment as successor Trustee under the Indenture and shall be vested with all of the rights, title,
interests, capacities, privileges, duties and responsibilities of the Trustee under the Indenture. 

  

	7.	The Successor Trustee hereby represents that it is qualified and eligible under the provisions of Section 609 of the Indenture to be appointed successor Trustee and hereby
accepts the appointment as successor Trustee and agrees that upon the signing of this Instrument it shall become vested with all the rights, title, interest, capacities, privileges, duties and responsibilities of the Prior Trustee with like effect
as if originally named as Trustee under the Indenture. 

  

	8.	The Successor Trustee shall cause notice of the removal, appointment and acceptance effected hereby to be given to the owners of the Securities. 

  

	9.	Effective as of the Effective Date, the Successor Trustee shall serve as Trustee as set forth in the Indenture at its principal corporate trust office in U.S. Bank National
Association, Corporate Trust Services, SL-MO-T6CT, One U.S. Bank Plaza, St. Louis, MO 63101 or such other address as may be specified, where notices and demands to or upon L&P in respect of the Securities may be served. 


 

	10.	The Prior Trustee hereby represents and warrants to the Successor Trustee that: 

  

	 	a)	To the best of its knowledge no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default has occurred and is continuing under the
Indenture. 

  

	 	b)	No covenant or condition contained in the Indenture has been waived by the Prior Trustee or to the best of its knowledge by the holders of the percentage in aggregate principal
amount of the Securities required by the Indenture to effect any such waiver. 

  

	 	c)	To the best of its knowledge there is no action, suit or proceeding pending or threatened against the Prior Trustee before any court or governmental authority arising out of any
action or omission by the Prior Trustee as Trustee under the Indenture. 

  

	 	d)	The Prior Trustee has entered into no other supplement or amendment to the Indenture or any other document executed by the Prior Trustee in connection with the Securities.


  

	 	e)	As of the Effective Date, the Prior Trustee holds no moneys in any fund or account established by it as Trustee under the Indenture. 

  

	11.	Each of the parties hereto hereby represents and warrants for itself that as of the date hereof, and the Effective Date: 

  

	 	a)	it has power and authority to execute and deliver this Instrument and to perform its obligations hereunder, and all such action has been duly and validly authorized by all necessary
proceedings on its part; and 

  

	 	b)	this Instrument has been duly authorized, executed and delivered by it, and constitutes a legal, valid and binding agreement enforceable against it in accordance with its terms,
except as the enforceability of this Instrument may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditor’s rights or by general principles of equity limiting the availability of
equitable remedies. 

  

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	12.	The parties hereto agree that this Instrument does not constitute an assumption by the Successor Trustee of any liability of the Prior Trustee arising out of any actions or inaction
by the Prior Trustee under the Indenture. 

  

	13.	The parties hereto agree that as of the Effective Date, all references to the Prior Trustee as Trustee in the Indenture shall be deemed to refer to the Successor Trustee. From and
after the Effective Date, all notices or payments which were required by the terms of the Indenture and Securities to be given or paid to the Prior Trustee, as Trustee, shall be given or paid to: U.S. Bank National Association, Corporate Trust
Services, SL-MO-T6CT, One U.S. Bank Plaza, St. Louis, MO 63101. 

  

	14.	The removal, appointment and acceptance effected hereby shall become effective as of the opening of business on the Effective Date. 

  

	15.	This Instrument shall be governed by and construed in accordance with the laws of the State of New York. 

  

	16.	This Instrument may be executed in any number of counterparts, each of which shall be an original, but which counterparts, shall together constitute but one and the same instrument.


  

	17.	Nothing contained in this Instrument shall in any way affect the obligations or rights of L&P or the Prior Trustee. This Instrument shall be binding upon and inure to the
benefit of L&P, the Prior Trustee and the Successor Trustee and their respective successors and assigns. 

  

	18.	All fees paid to the Prior Trustee in advance but unearned for the period from and after the Effective Date shall be credited to any current fees owed the Prior Trustee with
balance, if any, remitted to L&P and the fees payable by L&P on and after the Effective Date under the Indenture shall henceforth be invoiced by and paid to the Successor Trustee at such address and account as shall hereafter be provided by
the Successor Trustee to L&P. 

  

	19.	Nothing contained in this Instrument shall in any way affect the obligations of L&P to the Prior Trustee under Section 607 of the Indenture or any lien created thereunder.


  

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 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed and attested by their duly
authorized officers, all as of the date and year first above written. 
  

							
		 		 	LEGGETT & PLATT, INCORPORATED
				
		 		 	By:	 	 /s/ MATTHEW C. FLANIGAN

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

				
		 		 	By:	 	 /s/ SHERI L. MOSSBECK

		 		 		 	Sheri L. Mossbeck
		 		 	Title:	 	 Vice President and Treasurer

				
	Attest:	 	 /s/ WENDY M. WATSON
	 		 	

  

							
		 		 	 THE BANK OF NEW YORK MELLON
 TRUST
COMPANY, NA, as Prior Trustee

				
		 		 	By:	 	 /s/ SHARON K. MCGRATH

		 		 		 	Sharon K. McGrath
		 		 	Title:	 	Vice President
				
	Attest:	 	 /s/ BENITA VAUGHN
	 		 	

  

							
		 		 	 U. S. BANK NATIONAL ASSOCIATION,
 as
Successor Trustee

				
		 		 	By:	 	 /s/ PETER C. QUI BELLE

		 		 		 	Peter C. Qui Belle
		 		 	Title:	 	Assistant Vice President
				
	Attest:	 	 /s/ BRIAN J. KABBES
	 		 	

  

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