Executive Stock Purchase Program

EXHIBIT 10.13


LEGGETT & PLATT, INCORPORATED
EXECUTIVE STOCK PURCHASE PROGRAM
(Adopted on June 6, 1989 and Effective as of July 1, 1989,
Including Amendments Through October 9, 1998)


1. Establishment of Program. Pursuant to the terms of the Company's 1989 Flexible Stock Plan ("Plan"), the Flexible Stock Plan Committee ("Plan Committee") hereby establishes the Leggett & Platt, Incorporated Executive Stock Purchase Program ("Program"). Under the Program, certain Employees will be granted cash awards ("Cash Awards") which will be subject to the terms and conditions contained in this Program. Each Cash Award shall be evidenced by a Cash Award Agreement between the Company and the Participant ("Cash Award Agreement"). All capitalized terms used in this Program and in any Cash Award Agreement shall, unless otherwise provided, have the same meaning as in the Plan.


2. Administration. Under the Plan, the Plan Committee is responsible for overall administration of the Plan. The Plan Committee has full power and authority to:


(a) Determine the individuals to whom Benefits are granted under the Plan and the time, type, amount, terms and conditions of all Benefits granted under the plan;


(b) Convert, modify or accelerate any Benefit or waive any condition applicable to a Benefit; and


(c) Delegate its authorities to any employee, employees or committee except with respect to Benefits for persons who are subject to Section 16 of the Securities


Exchange Act of 1934 and rules and regulations promulgated thereunder (Section 16 Persons").


Except with respect to Section 16 Persons, the Plan Committee has delegated its authorities with respect to the Program to a Management Committee ("Management Committee") which presently consists of Harry M. Cornell, Jr., Felix E. Wright, Michael A. Glauber, John Hale and Ernest C. Jett. The Plan Committee shall retain all of its authorities with respect to the participation of Section 16 Persons in the Program.


3. Eligibility. The Plan Committee shall determine which Section 16 Persons are eligible to participate in the Program. The Management Committee shall determine all other persons who are eligible. It is contemplated that eligibility will generally be limited to Employees who are "highly compensated employees" under Section 414(q) of the Code.


4. Plan Committee and Management Committee. Unless expressly otherwise provided, in the following portions of this Program, the term "Committee" shall mean the Plan Committee with respect to Benefits and other matters relating to Section 16 Persons in the Program and shall mean the Management Committee with respect to Benefits and other matters relating to all other Participants in the Program.


5. Condition Precedent to Award. Each Cash Award is conditioned upon the Participant's agreement to contribute an amount ("Participant's Contribution") to the Company's 1989 Discount Stock Plan ("Discount Plan"). The maximum Participant's Contribution shall be the greater of (a) the Participant's contribution, if any, to the Company's Employee Stock Purchase/Stock Bonus Plan ("SP/SB Plan") for 1988 or, if the Participant participated in the Company's special match arrangement in 1988, the


maximum amount the Participant would have been permitted to contribute to the SP/SB Plan for 1988 if he had been a participant in the SP/SB Plan in 1988 or (b) 5.7% of the Participant's Compensation for the Fiscal Year (as defined below) in excess of $18,000 (which $18,000 amount may be increased by the Committee for Fiscal Years after 1989). For purposes of the preceding sentence, a participant's "compensation for the Fiscal Year" shall include remuneration for such Fiscal Year which would have been received in cash but for the Participant's election to (a) defer such remuneration in accordance with the terms of any deferred compensation agreement between the Participant and the Company or any deferred compensation plan or program of the Company (other than one which meets the requirements of Section 401(a) and Section 401(k) of the Code) which covers the Participant or (b) receive a discount stock option in lieu of such remuneration in accordance with the terms of any stock option agreement between the Participant and the Company or any stock option plan or program of the Company. Any subsequent cash remuneration or non-cash benefits derived from amounts considered as compensation by virtue of the preceding sentence shall not be considered compensation even if includible in the Participant's gross income or deductible by the Company as such. A discount stock option is a stock option with an exercise price below the fair market value of the stock on the date the option is granted. The Participant's Contribution shall be set forth in the Cash Award Agreement and shall be made in the number of installments, in the amounts and/or percentages, and over the time period set forth in the Cash Award Agreement. The Participant's Contribution shall be used to purchase Common Stock under, and in accordance with the terms of, the Discount Plan. A Participant may cease or resume making his Participant's Contribution and decrease or increase the amount of


his Participant's Contribution only with the consent of the Committee, or if and to the extent permitted by guidelines adopted by the Committee.


[SECTION 5 AMENDED 9/30/94]


6. Cash Award. Each Cash Award shall be (a) an amount (net of any "gross up" described below) equal to 50% of the Participant's Contribution ("Basic Award") plus (b) (subject to the provisions of paragraph 13) an additional amount (net of any "gross up" described below) as provided hereafter. Said additional amount ("Additional Award") shall be equal to 50% of the Participant's Contribution if the Company meets an earnings target of a return on adjusted average equity of 12.5%. Should the Company fail to ...