Leggett & Platt, Incorporated 2005 Executive Stock Unit Program

Exhibit 10.3


LEGGETT & PLATT, INCORPORATED

2005 EXECUTIVE STOCK UNIT PROGRAM


TABLE OF CONTENTS

Page


1. NAME AND PURPOSE 1

1.1 Name. 1

1.2 Purpose. 1

2. DEFINITIONS 1

2.1 Account. 1

2.2 Additional Matching Contribution. 1

2.3 Beneficiary. 1

2.4 Board 1

2.5 Calendar Year 1

2.6 Change in Control 1

2.7 Committee. 1

2.8 Common Stock. 1

2.9 Company. 1

2.10 Compensation. 1

2.11 Contributions 2

2.12 Disability 2

2.13 Dividend Contribution 2

2.14 Election. 2

2.15 Employer. 2

2.16 ERISA. 2

2.17 Fair Market Value. 2

2.18 FICA 2

2.19 Key Employee. 2

2.20 Management Committee. 2

2.21 Matching Contribution. 2

2.22 Participant. 2

2.23 Participant' s Contribution. 2

2.24 Section 16 Officers 2

2.25 Section 409A 3

2.26 Separation from Service 3

2.27 Specified Employee 3

2.28 Stock Unit 3

2.29 Unforeseeable Financial Emergency. 3

2.30 Year of Service. 3

2.31 Year of Vesting Service 3

3. ELIGIBILITY AND PARTICIPATION 3

3.1 Selection of Participants. 3

3.2 Continued Eligibility. 3


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4. CONTRIBUTIONS AND ACQUISITION OF STOCK UNITS 3 4.1 Acquisition of Stock Units 3 4.2 Participant' s Election 3 4.3 Participant' s Contribution 4 4.4 Matching Contributions. 4 4.5 Additional Matching Contribution. 4 4.6 Dividend Contributions 4 4.7 Change in Capitalization. 4 4.8 FICA Tax Gross-Up 5 4.9 Impact of Deferred Compensation Program 5

5. DISTRIBUTION 5 5.1 Distribution. 5 5.2 Form of Distribution. 5 5.3 Withholding from Distributions 5 5.4 Forfeiture of Stock Units 5 5.5 Beneficiary. 6 5.6 Distribution Upon Unforeseeable Emergency 6 5.7 Change in Form of Distribution 6

6. ADMINISTRATION 6 6.1 Administration. 6 6.2 Committee' s Authority. 6 6.3 Section 16 Officers. 6

7. CLAIMS 6 7.1 Adjudication of Claims. 6

8. GENERAL PROVISIONS 7 8.1 No Contract. 7 8.2 No Assignment. 7 8.3 Unfunded Program. 7 8.4 No Trust Created. 7 8.5 Binding Effect. 7 8.6 Amendments and Termination. 7 8.7 Governing Law. 7 8.8 Notices. 7


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LEGGETT & PLATT, INCORPORATED

2005 EXECUTIVE STOCK UNIT PROGRAM


1. NAME AND PURPOSE


1.1 Name . The name of this Program is the " Leggett & Platt, Incorporated 2005 Executive Stock Unit Program."

1.2 Purpose . This Program is intended to attract, motivate, retain and reward Key Employees by giving them the opportunity to share in the appreciation in value of the Company' s Common Stock. The Program is an unfunded deferred compensation plan for a select group of management and/or highly compensated employees as described in ERISA. The Program is established pursuant to the Leggett & Platt, Incorporated 1989 Flexible Stock Plan.


2. DEFINITIONS


2.1 Account . A separate book account established by the Company to track Stock Units for each Participant.


2.2 Additional Matching Contribution . The Company' s additional contribution of amounts to a Participant' s Account made pursuant to Section 4.5.

2.3 Beneficiary . The person or persons designated as the recipient of a deceased Participant' s benefits under the Program.


2.4 Board . The Board of Directors of the Company.


2.5 Calendar Year. Any calendar year beginning on or after January 1, 2005.

2.6 Change in Control. " Change in Control" shall be defined as any event qualifying for a distribution of deferred compensation under Section 409A(a)(2)(A)(v) of the Internal Revenue Code.


2.7 Committee . The Compensation Committee of the Board or, except as to Section 16 Officers, the Management Committee or any person to whom the administrative authority has been delegated by the Committee.

2.8 Common Stock . The Company' s $.01 par value common stock.


2.9 Company . Leggett & Platt, Incorporated.


2.10 Compensation . Salary, bonuses, and all other forms of cash compensation, to the extent designated by the Committee, earned and vested in any Calendar Year. In the case of a sales representative whose regular paycheck includes funds for travel and expenses, Compensation means 75% of the total. Compensation will also include remuneration which would have been received in cash but for the Participant' s election to defer such remuneration or to receive a stock option in lieu of such remuneration in accordance with any deferred compensation program of the Company. Any amounts considered as Compensation by virtue of the preceding sentence will be counted as Compensation only once, even if the benefits derived from such compensation are includible in the Participant' s taxable income in a subsequent year.


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2.11 Contributions . The amounts contributed to a Participant' s Account, which include Participant Contributions, Matching Contributions, Additional Matching Contributions and Dividend Contributions.

2.12 Disability. A Participant is considered disabled if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant' s employer.


2.13 Dividend Contribution . The Company' s contribution of dividend amounts to a Participant' s Account made pursuant to Section 4.6.


2.14 Election . A Participant' s election to contribute Compensation, which sets forth the percentage of Compensation to be contributed, the method of distribution of stock units and such other items as the Committee may require.

2.15 Employer . The Company or any directly or indirectly majority-owned subsidiary, partnership or limited liability company of the Company.


2.16 ERISA . The Employee Retirement Income Security Act of 1974, as amended.


2.17 Fair Market Value . The closing price of Common Stock on a given date as reported on the New York Stock Exchange composite tape or, in the absence of sales on a given date, the closing price (as so reported) on the New York Stock Exchange on the last day on which a sale occurred prior to such date.


2.18 FICA . Federal Income Contributions Act, as amended.


2.19 Key Employee . A management and/or highly compensated employee of the Employer.

2.20 Management Committee . A committee selected by the Board that is authorized to act on behalf of the Committee under the Program, except with respect to Section 16 Officers.


2.21 Matching Contribution . The Company' s contribution of amounts to a Participant' s Account equal to 50% of a Participant' s Contribution made pursuant ...