COMPENSATION COMMITTEE CHARTER
OF THE
LEGGETT & PLATT, INCORPORATED
BOARD OF DIRECTORS

Purpose

The Compensation Committee will determine and approve the compensation of the Company’s CEO and make recommendations to the Board with respect to non-CEO executive officer compensation and incentive compensation and equity-based plans that are subject to Board approval.

Membership

The Committee will be composed of at least three members of the Board of Directors, all of whom are independent as determined in accordance with the New York Stock Exchange Listing Standards. The Board will appoint Committee members annually. The Board may remove Committee members at any time, with or without cause, by a majority vote. The Board will fill any vacancy on the Committee. During a vacancy on the Committee, the remaining members will have full power to act as the Committee.

The Board will appoint a Committee Chairman annually. If the Chairman is absent from a meeting, the Committee may, by majority vote of those members present, designate one of its members to serve as acting Chairman for the meeting.

To the extent permitted by applicable law, the Committee may delegate duties and responsibilities to one or more members or subcommittees as it deems appropriate.

Meetings

The Committee will meet at least twice annually and at such other times as it deems appropriate, upon the call of the Committee Chairman or the Chairman of the Board. Meetings may be conducted by teleconference.

A majority of members present at a meeting will constitute a quorum. If a quorum is present, the majority vote of those Committee members present at the meeting will be sufficient to adopt a resolution or otherwise take action. The Committee Chairman will report the Committee’s actions to the Board as appropriate.

The Chairman of the Board will be invited to attend Committee meetings, unless matters to be discussed at the meeting would make it appropriate to excuse him. The Chairman of the Board may share his views with the Committee, but may not vote on matters before the Committee. At the invitation of the Committee Chairman, the CEO and other members of management may attend Committee meetings.

The Secretary of the Company will attend and keep written minutes of Committee meetings, unless matters to be discussed at the meeting make it appropriate to excuse him. If the Secretary is excused, a member of the Committee will provide to the Secretary minutes of the meeting or information sufficient to prepare minutes.

Duties and Responsibilities

The duties and responsibilities of the Committee include the following:

  1. Assist management and the Board of Directors in developing and maintaining an executive officer compensation policy that (i) supports the Company's business objectives, (ii) attracts and retains high quality leadership, and (iii) links compensation with business objectives and performance. "Compensation" includes base salary, bonus, long-term incentives, benefits and perquisites.
  2. Annually review corporate goals and objectives regarding CEO compensation and evaluate the CEO's performance in light of those goals and objectives. In evaluating the CEO's long-term incentive compensation, the Committee will consider the Company's performance and relative shareholder return, the value of similar awards to CEOs at comparable companies, the CEO's previous awards and other comparative data as appropriate. The Committee will set CEO compensation based on this evaluation and communicate to shareholders in the proxy statement the factors and criteria used to determine the compensation level.
  3. Produce a compensation committee report on executive officer compensation as required by the SEC to be included in the Company's annual proxy statement.
  4. Approve grants of awards under Company bonus, option or other incentive plans required to comply with IRS Code Rule 162(m) or other applicable tax laws.
  5. Periodically review general compensation practices, including the use of incentive and equity-based compensation, for the Company's executive officers.
  6. Make recommendations to the Board with respect to non-CEO executive officer compensation and incentive compensation and equity-based plans that are subject to Board approval.
  7. Perform such other functions relating to compensation or benefit plans as may be assigned by the Board of Directors from time to time.
  8. Engage the services of outside compensation consultants as necessary or appropriate for the proper discharge of its duties. The Committee will have authority to determine the fees and retention terms of any such services.
  9. Conduct an annual self-evaluation to determine whether the Committee is functioning effectively.