EXHIBIT 10.1
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RESTATED AND AMENDED EMPLOYMENT AGREEMENT
BETWEEN
HARRY M. CORNELL, JR.
AND
LEGGETT & PLATT, INCORPORATED
RESTATED.................................................................... 1
1. EMPLOYMENT........................................................ 1
2. TERM.............................................................. 2
2.1 Term......................................................... 2
2.2 Early Termination............................................ 2
3. DUTIES AND AUTHORITY.............................................. 2
4. COMPENSATION...................................................... 3
4.1 Base Salary.................................................. 3
4.2 Annual Cash Bonus............................................ 3
4.3 Vacations; Other Benefits.................................... 4
5. EXPENSES.......................................................... 4
6. PENSION........................................................... 5
6.1 Obligation to Make Pension Payments.......................... 5
6.2 Commencement and Duration of Pension Payments................ 5
6.3 Amount of Annual Pension Payments............................ 5
6.4 Insurance During Retirement or Disability.................... 6
6.5 Conversion of Pension Payments into Options.................. 7
7. DISABILITY........................................................ 8
7.1 Definition of "Total Disability"............................. 8
7.2 Offset Payments.............................................. 8
8. EXECUTIVE'S OPTION TO TERMINATE AGREEMENT......................... 8
9. CONSULTING AGREEMENT.............................................. 9
10. TERMINATION BY THE COMPANY........................................ 10
10.1 Termination For Cause....................................... 10
10.2 Termination Without Cause................................... 11
11. CONFIDENTIAL INFORMATION........................................... 11
12. NONASSIGNABILITY................................................... 11
13. MISCELLANEOUS...................................................... 12
13.1 Waivers...................................................... 12
13.2 Notices...................................................... 12
13.3 Survival of Provisions....................................... 12
13.4 Restatement.................................................. 12
13.5 Split Dollar Life Insurance.................................. 13
RESTATED AND AMENDED
EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the "Restated Agreement")
is made as of August 14, 1996 by Leggett & Platt, Incorporated, a Missouri
corporation (the "Company"), and Harry M. Cornell, Jr. (the "Executive").
RECITALS
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A. This Restated Agreement amends and restates in its entirety the Employment
Agreement between the Company and the Executive dated May 9, 1979, as
previously amended, supplemented or clarified (the "Employment Agreement").
B. This Restated Agreement eliminates certain provisions of the Employment
Agreement which have become inapplicable due to the passage of time, and
integrates the Employment Agreement and all prior supplements or amendments
into a single comprehensive document.
C. The Executive has been employed by the Company since 1950 and has served as
its President, Chief Executive Officer and/or Chairman of the Board of
Directors since 1960. Over this period the Executive's services have
contributed materially to the successful operation of the Company's
businesses.
D. The Company desires that the Executive remain in the employment of the
Company. Accordingly, the Compensation Committee (the "Compensation
Committee") of the Board of Directors of the Company (the "Board") has
recommended the execution of this Restated Agreement and the Board has
authorized the execution of the same.
AGREEMENT
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NOW THEREFORE, for good and valuable consideration, the Company and the
Executive do restate and agree as follows:
1. EMPLOYMENT
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The Company hereby reaffirms its employment of the Executive as its
Chairman of the Board and Chief Executive Officer, and the Executive hereby
confirms his employment in that capacity.
The Executive's employment under this Restated Agreement is subject to the
terms and conditions set out below and will be carried out in Carthage,
Missouri, at the Company's principal executive offices. However, the Executive
acknowledges that the nature of his employment may require reasonable domestic
and international travel from time to time.
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2. TERM
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2.1 Term
The term of this Restated Agreement commenced on May 9, 1979 and shall
end on December 31, 1998, unless terminated earlier in accordance with the
provisions of this Restated Agreement.
2.2 Early Termination
The term of this Restated Agreement may be terminated prior to
expiration by reason of any of the following:
(a) by the Executive (but not the Company) upon six (6) months prior
written notice;
(b) in accordance with the Severance Benefit Agreement between the
Company and the Executive dated as of May 9, 1984, as amended
from time to time (the "Severance Benefit Agreement"), a copy of
which is attached as Exhibit A for information purposes only;
(c) by the Executive's death;
(d) in accordance with Section 7 hereof, upon the Executive's Total
Disability (as hereinafter defined);
(e) by the Executive pursuant to Section 8 hereof;
(f) by the Company pursuant to Section 10 hereof; or
(g) for other causes as provided below.
3. DUTIES AND AUTHORITY
The Executive shall devote his full business time to the affairs of the
Company. However, this shall not be deemed to prevent the Executive from
devoting such time (which shall not be substantial in the aggregate) to personal
business interests that do not unreasonably interfere with the performance of
the Executive's duties hereunder.
The Executive shall use his best efforts, skills and abilities to promote
the Company's interests, shall serve as Chief Executive Officer of the Company,
Chairman of the Board (if so elected by the Board), and a director (if so
elected by the stockholders of the Company), and shall perform such
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duties consistent with his status as Chairman of the Board and Chief Executive
Officer as may be assigned to him by the Board.
The direction and control exercised by the Board over the Executive shall
be such as is customarily exercised by a board of directors over a chairman of
the board and chief executive officer.
4. COMPENSATION
4.1 Base Salary
On the Date of this Restated Agreement, the Executive is being paid a
base salary at an annual rate of $575,000. On or before April 15, 1997 and on or
before April 15 of each successive year during the term of Executive's active
performance of duties as Chief Executive Officer of the Company hereunder, the
Compensation Committee of the Board shall appraise the Executive's performance
during the previous calendar year, taking into account such factors as it deems
appropriate. As a result of such appraisal, the then annual base salary of the
Executive may be increased (but shall not be decreased) by such amount as the
Compensation Committee determines is fair, just and equitable; provided,
however, the percentage increase in the Executive's base salary shall always be
at least equal to the then latest percentage increase over the previous year in
the aggregate annual base salaries of the Company's five highest paid executive
officers other than the Executive. In computing this percentage increase, the
Compensation Committee shall disregard that part of any base salary increase
attributable in the Committee's reasonable judgment to additional
responsibilities assumed or to be assumed by any of such five highest paid
executive officers. Further, in computing the percentage increase, the
Compensation Committee shall make equitable adjustments in its computations so
that the Executive will not be prejudiced by any reduction in the
responsibilities of any of such five highest paid executive officers implemented
during the immediately preceding year or to be implemented in the immediately
following year.
The Executive's base salary shall be paid in equal bi-weekly
installments.
All salary increases under this section will be made as of the
beginning of the first payroll period immediately following the appraisal in
question.
4.2 Annual Cash Bonus
For the year 1996, and each succeeding year during the term of this
Agreement, the Executive shall be entitled to earn a cash bonus computed in
accordance with such Incentive Compensation Plan guidelines as are approved by
the Compensation Committee for such year. The Compensation Committee shall be
entitled to amend or supplement the guidelines from time to time whenever the
Committee deems this to be in the best interests of the stockholders of the
Company.
If the Executive's employment under this Restated Agreement is
terminated before December 31 of any year during the term hereof, the Executive
shall be entitled to a prorated bonus
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for the year of termination. This prorated bonus shall bear the same ratio to
the maximum bonus the Executive would have earned with respect to the year under
the Incentive Compensation Plan as the number of days this Restated Agreement is
in force during such year bears to 365.
4.3 Vacations; Other Benefits
The Executive shall be entitled to a reasonable annual vacation (not
less than an aggregate of four weeks in any calendar year) with full pay,
benefits and allowances.
In addition to the salary, bonus and other payments to be made under
this Restated Agreement, the Executive shall be entitled to participate (to the
extent legally permitted) in any insurance, pension, profit sharing, stock
bonus, stock option, stock purchase or other benefit plan of the Company now
existing or hereafter adopted for the benefit of executive officers of the
Company or the employees of the Company generally.
At the Company's expense, the Company shall provide office space,
secretarial assistance, supplies and equipment fully adequate to enable the
Executive to perform the services of Chief Executive Officer of the Company
contemplated by this Restated Agreement and at least comparable to that being
provided to the Executive on the date hereof.
The Company shall provide the Executive with appropriate perquisites
at least comparable to those provided to the Executive on the date hereof and,
in all events, equal to such perquisites as may be made available from time to
time to the Company's other executive officers.
In addition to the payments provided for in this Section 4 and
elsewhere in this Restated Agreement, the Company may from time to time pay the
Executive as a salary increase, a bonus or otherwise, such additional amounts as
the Compensation Committee of the Board shall, in its discretion, determine.
Except as may be provided otherwise in this Restated Agreement or to
the extent required by law, no benefits referred to in this section or provided
for in other sections of this Restated Agreement shall be reduced by the Company
as to the Executive without first securing his consent to the same except.
5. EXPENSES
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The Company shall pay or reimburse the Executive for all transportation,
hotel, living and related expenses incurred by the Executive on business trips
away from the Company's principal office and for all other business and
entertainment expenses reasonably incurred by him in connection with the
business of the Company and its subsidiaries or affiliates.
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6. PENSION
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6.1 Obligation to Make Pension Payments
When Executive's employment is hereafter terminated for any reason
whatsoever, including Total Disability or death, the Company shall make cash
payments to the Executive (herein the "Pension Payments") as provided in this
section 6.
6.2 Commencement and Duration of Pension Payments
The Pension Payments shall begin on the first day of the first month
immediately following the Executive's termination of employment. All Pension
Payments shall be made in equal monthly installments and once commenced shall
continue during the life of the Executive. If the Executive dies before Pension
Payments begin or within 15 years from the first monthly Pension Payment, then
the monthly Pension Payments shall thereafter be made during the remainder of
the 15 year period to the Executive's Designee (as hereinafter defined).
The Executive's "Designee" shall be Ann B. Cornell or such other
person or other legal entity designated by the Executive to the Company after
the date hereof. The Executive may change the Designee from time to time by an
amending designation to the Company. In the absence of a valid designation, or
if the Designee dies before the Executive, then the Designee shall be deemed to
be the estate of the Executive.
6.3 Amount of Annual Pension Payments
The Executive's annual Pension Payments shall be the following
percentage of the Executive's Five Year Average Compensation:
If Termination of
Employment
after October 4 Percentage
---------------- ----------
1995 62
1996 63
1997 64
1998 65
"Five Year Average Compensation" as used in this Agreement shall be
computed by dividing 5 into the highest amount of total compensation accrued by
the Company with respect to the Executive for services rendered by the Executive
in any period of five consecutive calendar years before 1999 (which may include
the year of termination). Such compensation shall include salaries, bonuses and
special awards unless provided otherwise below (whether in cash or in kind), but
shall not include pensions, retirement allowances, severance pay, fees under
consulting contracts, director's fees, distributions under Company benefit
plans, the value of fringe benefits
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and the like. Additionally, in computing Five Year Average Compensation the
following provisions shall apply:
(a) all salaries, bonuses and special awards shall be deemed
"accrued" with respect to a given year even though actually paid
in a later year, provided the same stem from the Executive's
performance of services during the given year (e.g., bonuses for
the year 1995 paid in February 1996, or any salary or bonus which
the Executive elects to defer until later years pursuant to the
Company's Deferred Compensation Program);
(b) if the Executive elects to receive stock options in lieu of
salary or bonus under the Company's Deferred Compensation Program
or any other plan the Company may hereafter adopt, the
compensation "accrued" shall be the amount of salary or bonus
foregone;
(c) all stock and cash awards previously or hereafter issued to the
Executive under the Company's' 1989 Flexible Stock Plan will be
excluded;
(d) all payments previously or hereafter made to the Executive to
offset the effect of tax law limitations on the Executive's
participation in the Leggett & Platt Retirement Plan will be
excluded; and
(e) all bonuses, awards and other payments made to the Executive (i)
to reimburse Executive for, or provide the Executive with funds
to pay, local, state and federal income taxes which become
payable by the Executive as a result of exercise of non-qualified
stock options or (ii) to induce the Executive to make, or to
compensate Executive for making, disqualifying dispositions of
Company stock acquired in the exercise of incentive stock
options, will be excluded.
The annual Pension Payments under this section shall be reduced by all
amounts received by the Executive from primary Social Security, as well as
amounts paid to Executive under any disability income insurance policies which
are attributable to premiums paid by the Company (all such amounts being herein
referred to as "Pension Reduction Amounts").
6.4 Insurance During Retirement or Disability
During the 15-year period following Executive's termination of
employment (or, if longer, until Executive's death), the Company will pay, or
arrange insurance coverages to pay, all of Executive's and his dependents'
medical and hospitalization expenses which are not covered by Medicare or other
government health insurance. However, the payments and coverages provided by
the Company will not exceed the payments and coverages that Executive and his
dependents would have received under the Company's medical plan applicable to
them immediately prior to termination of Executive's employment. The Company
will also reimburse the Executive and his dependents for premiums they pay for
Medicare and other government health insurance.
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The Company will provide life insurance coverage to the Executive at least
equal to the coverage provided to him immediately prior to termination of his
employment.
The Company will pay to Executive and his dependents an amount sufficient
to pay income taxes on all amounts or benefits received under this Section 6.4
which are required to be included in income for tax purposes.
6.5 Conversion of Pension Payments into Options
The Executive may elect to convert all or a portion of the present
value of his Pension Payments into Options at the times set out below and in
manner set out on Exhibit B:
(a) within 60 days before or after termination of Executive's
employment with the Company;
(b) within 90 days after a "Change in Control" (as defined in the
Severance Benefit Agreement);
(c) at any time if (i) the Company's price/earnings ratio, as
reported in the Wall Street Journal, is at least 14, (ii) such
ratio is at least 80% of the price/earnings ratio for the
Standard & Poors 500 index, as also reported in the Wall Street
Journal and (iii) the Company's common stock is trading at a
price which is at least 85% of the 3-year high;
(d) at any time within three months after the Company has sold, for
its own account, its common stock in an underwritten, primary
public offering.
(e) at such other time or times either before or after termination of
employment as the Compensation Committee may, in its sole
discretion, agree with Executive.
"Option" means an option to purchase shares of the Company's common
stock, the general terms and conditions of which are set out on Exhibit B. The
formula for determining the number of Option shares is also set out on Exhibit
B.
The present value of the Pension Payments to be converted into Options
shall be determined by an independent actuary of the Company. The discount rate
applied by the actuary shall be determined by the Chief Financial Officer using
a rate equal to the Company's cost of funds for obligations of similar duration.
The Executive shall exercise his election to convert all or a portion
of the Pension Payments into Options by delivering an election notice (the
"Election Notice") to the Compensation Committee. The Election Notice shall
designate the portion of Pension Payments to be converted into
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Options. Promptly after receipt of the Election Notice, the Company shall
deliver to Executive an agreement evidencing the Company's obligations as
respects the Options. The agreement shall incorporate all of the terms and
conditions of the Options set out on Exhibit B and contain such additional terms
and conditions determined by the Compensation Committee as are consistent with
Exhibit B and necessary to implement Executive's election. Limitations or
restrictions on the time of election, purchase or sale of Company securities or
other matters may be added to the Option agreement to reduce the risk of
violation of Section 16 of the Securities Exchange Act of 1934.
Upon the grant of an Option, the Company's obligations to make all or
any part of the Pension Payments shall be extinguished to the extent such
Pension Payments were used as a basis for conversion into Options. Thus, for
example, if the Executive elected to convert all of his accrued Pension Payments
into Options on January 1, 1997, the number of Options received would be based
on 63% of his Five Year Average Compensation (see Section 6.3). If the annual
Pension Payments accrued were $600,000 at this time, the Company's obligation
for future annual Pension Payments would be extinguished to the extent of
$600,000. If the Executive continued to be employed until January 1, 1999
(i.e., when Pension Payments are based on 65% of Five Year Average Compensation)
and his annual Pension Payments would have been $700,000 at that time, he would
receive annual Pension Payments equal to $100,000 (i.e., $700,000 - $600,000)
over the pension period.
In no event shall the Company be required to issue Options under this
Section 6.5 if, under the tax laws then in force, such issuance or subsequent
exercise of the Options will result in materially increasing the Company's tax
liabilities when compared to making Pension Payments.
7. DISABILITY
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7.1 Definition of "Total Disability"
The Executive shall be deemed to have a "Total Disability" if he is
unable, for a continuous period of four or more months, to perform
substantially all of the material personal services to be rendered by him under
this Restated Agreement.
During the continuance of any Total Disability, the Board may elect to
relieve the Executive of all of his duties hereunder by Board resolution
delivered to the Executive, or the Executive may elect to cease performing all
of his duties hereunder by notice delivered to the Company. Thereupon,
Executive's duties and responsibilities as Chief Executive Officer and Chairman
of the Board under this Restated Agreement shall cease 60 days following
delivery of the Board resolution or the Executive's notice, as the case may be;
provided, however, that all other provisions of this Restated Agreement,
including the Executive's cash compensation and other benefits, shall continue
in full force until 14 months from the first day of the four month or longer
continuous period that culminated in the Total Disability ("Disability
Termination Date"). If Executive continues to have a Total Disability on the
Disability Termination Date, his employment under this Restated Agreement shall
be terminated.
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7.2 Offset Payments
The Company's obligation to continue the Executive's cash compensation
from the date of a Total Disability to the Disability Termination Date shall be
reduced by (a) all amounts paid to Executive under disability income insurance
policies made available to the Executive by the Company and (b) by all amounts
received by the Executive from Social Security disability benefits.
8. EXECUTIVE'S OPTION TO TERMINATE AGREEMENT
-----------------------------------------
Not later than six months after the occurrence of any of the following
events the Executive may elect to terminate his employment under this Restated
Agreement by sending notice of termination to the Company:
(a) The Executive shall not be elected and continue as director of
the Company, or Chief Executive Officer of the Company or a
Member of the Board's Executive Committee;
(b) The Company is merged or consolidated with another corporation
and the Company is not the survivor;
(c) The Company is dissolved;
(d) Substantially all of the assets of the Company are sold to any
other person;
(e) A public tender offer is made for the shares of the Company and
the offeror acquires at least 40% of the outstanding common
shares of the Company; or
(f) A proxy contest is waged and the person waging the contest
acquires working control of the Company.
The Executive's employment obligations under this Restated Agreement shall
terminate on the date of termination specified in the Executive's notice to the
Company, which date must be within 60 days of the date of the notice.
9. CONSULTING AGREEMENT
--------------------
Upon the expiration of the term of this Restated Agreement or the
termination of the Executive's employment for any reason other than death, Total
Disability, or discharge for cause, either the Company or the Executive shall
have the option to arrange for the Executive to render consulting services to
the Company on the following terms and conditions:
(a) The party wishing to invoke the provisions of this section shall
send notice thereof to the other party within 120 days after
termination of employment.
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(b) Beginning on the first day of the first month immediately
following the sending of the notice and continuing for a period
of two years thereafter, the Executive shall render such
consulting services to the Company as the Company may reasonably
request from time to time. Consulting services shall be limited
to the Executive's consideration, review and/or rendering of
advice regarding plans or ideas or specific limited questions or
problems proposed by the Company and consultation on any major
matters of policy affecting the Company, it being understood that
none of the foregoing is to generate substantial research,
traveling or deliberation time by the Executive.
(c) In consideration for the consulting services to be rendered by
the Executive, the Company shall pay the Executive during the
first and second years of consultation an amount equal to 100%
and 75%, respectively, of the total compensation ("Total
Compensation") accrued by the Company for services rendered by
the Executive during the calendar year immediately preceding the
Executive's termination of employment. Total Compensation shall
be computed in the manner described in Section 6.3.
(d) Consulting fees payable hereunder shall be paid each year in
twelve equal monthly installments payable on the first day of
each month in advance. In addition, the Company shall promptly
pay or reimburse the Executive for all out-of-pocket costs
incurred by him in rendering consulting services under this
section.
(e) All payments made under this section shall be in addition to any
Pension Payments or other payments made to the Executive under
this Restated Agreement.
(f) During the period Executive is rendering consulting services, he
shall be entitled to use the same office space and to receive
secretarial service which is at least equal to that received
immediately prior to his termination of full-time employment.
10. TERMINATION BY THE COMPANY
10.1 Termination For Cause
The Company may terminate the Executive's employment pursuant to this
Restated Agreement by discharging the Executive for cause. The term "for
cause" shall be limited to the following events:
(a) The Executive's conviction of any crime involving money or other
property of the Company or any of its affiliates or of any other
crime (whether or not
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involving the Company or any of its affiliates) that constitutes
a felony in the jurisdiction involved; or
(b) The Executive's continuing, repeated, willful violation of
specific written directions of the Board (or the board of any
affiliate of the company of which the Executive is an officer)
which directions are consistent with this Restated Agreement and
which violation continues following the Executive's receipt of
such written directions; or
(c) The Executive's continuing, repeated, willful failure to perform
his duties hereunder; provided, however, that no discharge shall
be deemed for cause under this subsection (c) unless the
Executive first receives written notice from the Board (or of the
board of any affiliate of the Company of which the Executive is
an officer) advising the Executive of the specific acts or
omissions alleged to constitute a failure to perform his duties,
and such failure continues after the Executive shall have had a
reasonable opportunity to correct the acts or omissions so
complained of.
In no event shall the alleged incompetence of the Executive in the
performance of his duties under this Restated Agreement be deemed grounds for
discharge for cause.
10.2 Termination Without Cause
The Board, at any time and without cause, may relieve the Executive of
his duties as Chief Executive Officer and Chairman of the Board of the Company
upon three months prior written notice to the Executive; provided that such
action by the Board pursuant to this Section 10.2 shall not be deemed a
termination of the Executive's employment and shall not relieve the Company of
any of its financial obligations to the Executive as set forth in this Restated
Agreement. Notwithstanding the foregoing sentence, if the Executive's duties
are terminated pursuant to this Section 10.2, the Executive's employment shall
thereafter be terminated upon the earlier of (i) Executive's death or (ii) the
Disability Termination Date (as defined in Section 7.1).
11. CONFIDENTIAL INFORMATION
-------------------------
The Executive shall not at any time (whether during the term of this
Restated Agreement or thereafter) disclose to any person any confidential
information or trade secrets of the Company.
If any of the restrictions contained in this section or elsewhere in this
Restated Agreement shall be deemed unenforceable by reason of the extent,
duration, or geographical scope thereof or otherwise, then the Executive and the
Company contemplate that the appropriate court will reduce such extent,
duration, geographical scope or other provisions hereof, and enforce the
restrictions set out in this section and elsewhere in their reduced form for all
purposes in the manner contemplated hereby.
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12. NONASSIGNABILITY
----------------
This Restated Agreement and the benefits hereunder are personal to the
Company and are not assignable by it, provided, however, this Restated Agreement
and the benefits hereunder may be assigned by the Company to any person
acquiring all or substantially all of the assets of the Company or to any
corporation into which the Company may be merged or consolidated. In the event
of an assignment of this Restated Agreement to any person acquiring all or
substantially all of the assets of the Company or to any corporation into which
the Company may be merged or consolidated, the title, responsibilities and
duties assigned to the Executive by such successor person or corporation shall
be the title, responsibilities and duties of a senior executive officer of such
successor person or corporation.
The provisions of this Restated Agreement shall be binding on and inure to
the benefit of the Executive, his assignees, executors, and administrators.
13. MISCELLANEOUS
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13.1 Waivers
No waiver by either party of any breach or nonperformance of any
provision of this Restated Agreement shall be deemed to be a waiver of any
preceding or succeeding breach or nonperformance of the same or any other
provision hereof.
13.2 Notices
All notices, waivers, designations or other communications (herein
collectively "notices") that either party is required or permitted to give
hereunder shall be in writing and delivered as follows:
If to the Executive: If to the Company:
Harry M. Cornell, Jr. Leggett & Platt, Incorporated
1321 Northridge Terrace No. 1 Leggett Road
Joplin, Missouri 64801 Carthage, Missouri 64836
Attention: Secretary
subject to the right of either party at any time to designate a different
location for the delivery of notices.
13.3 Survival of Provisions
The provisions set out in Sections 6, 9 and 11 shall survive the
expiration or termination of this Restated Agreement, as shall all other
provisions hereof which provide for or contemplate performance by either the
Executive or the Company following the termination hereof.
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By way of example, if Executive's employment is terminated after the term of
this Agreement (as defined in Section 2.1), then either he or the Company shall
have the option to arrange for Executive's consulting services as described in
Section 9.
13.4 Restatement
This Restated Agreement shall replace and supersede in the entirety
the Employment Agreement and all supplements, amendments or clarifications to
the Employment Agreement prior to date hereof.
13.5 Split Dollar Life Insurance
On June 4, 1963 and May 24, 1973, the Company and the Executive
entered into split dollar life insurance agreements (the "Split Dollar
Agreements") pertaining to policies on the life of the Executive in the amounts
of $100,000 and $200,000, respectively. The Split Dollar Agreements shall
continue in full force in accordance with their terms and shall not be affected
by this Restated Agreement.
IN WITNESS WHEREOF, the Company and the Executive have signed this
Restated Agreement as of the day and year first above written.
"EXECUTIVE" "COMPANY"
/s/ Harry M. Cornell, Jr. LEGGETT & PLATT, INCORPORATED
- -----------------------------
Harry M. Cornell, Jr. By: /s/ Robert A. Jefferies, Jr.
-----------------------------------
Title: Senior Vice President
--------------------------------
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