COMMERCIAL PAPER AGENCY AGREEMENT

EXHIBIT 10.1

COMMERCIAL PAPER AGENCY AGREEMENT (PHYSICAL NOTES AND DTC)

AGENCY AGREEMENT dated as of December 21, 1994 between Leggett & Platt, Incorporated (hereinafter referred to as “ Customer” ) and The Chase Manhattan Bank, N.A. (hereinafter referred to as “ Chase” ).

Customer hereby authorizes and requests that Chase act as Customer’s agent in connection with Customer’s promissory notes in the form of commercial paper (“Notes”), including Book-entry Notes and Physical Notes (as such terms are defined herein), which Customer may deliver to Chase from time to time hereunder, on the following terms:

§1.     The following definitions apply whenever the specified terms are used in this Agreement:

“ Account ” shall have the meaning specified in §6 hereof.

“ Authorized Persons ” shall have the meaning specified in §2 hereof.

“ Authorized Signer ” shall have the meaning specified in §2 hereof.

“ Book-entry Note ” shall mean a Note not issued in physical form, evidenced as part of the appropriate Master Note (as hereinafter defined), and as to which Chase shall transmit issuance/delivery instructions to DTC (as hereinafter defined). A Book-entry Note may be issued either at a discount from the face value to be paid at maturity or at face value with interest to be added at maturity.

“ Discount Commercial Paper Master Note ” or “ Discount Master Note ” shall mean the certificate representing 100% of the principal amount of Customer’s Book-entry Notes payable to Cede & Co. (as nominee of DTC), issued at a discount from the face value to be paid at maturity, bearing the manual or facsimile signature of an Authorized Signer, registered in the name of Cede & Co., and unavailable for transfer to the beneficial owners thereof. Unless otherwise agreed by the parties in writing, the Discount Master Note shall be in the form of Exhibit A hereto.

“ DTC” shall mean The Depository Trust Company, a securities depository having an address at 55 Water Street, New York, New York 10041-0099, and which is a “clearing agency” under the Securities Exchange Act of 1934, as amended.

“Interest Added-At-Maturity Commercial Paper Master Note” or “IAM Master Note” shall mean the certificate representing 100% of the principal amount of Customer’s Book-entry Notes payable to Cede & Co. (as nominee of DTC), issued at face value with interest to be added at maturity, bearing the manual or facsimile signature of an Authorized Signer, registered in the name of Cede & Co., and unavailable for transfer to the beneficial owners thereof. Unless otherwise agreed by the parties in writing, the IAM Master Note shall be in the form of Exhibit A-1 hereto.

“ Letter of Representations ” shall mean the letter of representations, in the form of Exhibit B hereto, signed by Chase and Customer, and addressed to DTC.

“ Master Notes ” shall mean the Discount Master Note and the IAM Master Note.

“ Missing Notes ” shall have the meaning specified in §2 hereof.

“ Physical Notes ” shall have the meaning specified in §2 hereof.

§2.     A physical note (“ Physical Note ”) is any Note delivered by Customer to Chase in bearer form, with the amount, date of issue, maturity date, place of payment (if not printed thereon), and rate or amount of interest (if such Physical Note is interest-bearing) left blank, and which shall be signed on Customer’s behalf by two “ Authorized Signers .” An Authorized Signer shall be any one of the persons named below and any other person whose name is furnished to Chase hereafter by an Authorized Signer, each of whom shall be authorized to execute and deliver Notes to Chase hereunder. Instructions relating to the completion and issuance of Notes and any other action on Customer’s behalf hereunder shall be given to Chase from time to time by “ Authorized Persons .” An Authorized Person shall be any one of the persons named below and any other person whose name is furnished to Chase hereafter by an Authorized Signer. Physical Notes shall be numbered consecutively and may bear such other identification as Customer may deem appropriate. Deliveries of Physical Note stock shall be made to Chase from time to time. Chase shall count and verify each such delivery under its normal control procedures. In the event that Chase determines that one or more Physical Notes are missing from a given delivery, Chase shall promptly so advise Customer and shall designate the same on Chase’s books as missing notes (“ Missing Notes ”). In no event shall Chase make payment on any Missing Note; provided that, if Customer advises Chase that Customer has recovered any Missing Note(s), Chase shall delete such designation upon delivery of such Missing Note(s) to Chase by Customer or Customer’s designated representative, and such Missing Note shall thereupon be a Physical Note. Except to the extent that Chase has made a prohibited payment on a Missing Note, Customer shall indemnify Chase in connection therewith in accordance with the provisions of §10 hereof.

Furnished herewith are specimen signatures for the initial Authorized Signers listed below, and Customer shall furnish Chase with specimen signatures for any other Authorized Signers at the same time Customer furnishes their names to Chase.

The following is a list of the initial Authorized Persons who may issue instructions to Chase hereunder and take other action on Customer’s behalf as described herein:

§3.     Chase shall maintain in safekeeping on behalf of Cede & Co. as registered owner thereof, the Master Notes. As long as Cede & Co. is the registered owner of the Master Notes, the beneficial ownership interests therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries in the books maintained by DTC and the books of its direct and indirect participants. Chase shall not be responsible for sending transaction statements to DTC’s participants or to beneficial owners or for

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maintaining, supervising or reviewing the records of DTC or its participants. Master Notes and Book-entry Notes shall be subject to DTC’s rules and procedures in effect at the time of the issuance of such Notes and as the same may be amended from time to time. Customer shall cooperate with Chase in assuring compliance with such rules and procedures. In connection with the DTC book-entry program, Customer understands that as one of the conditions of its participation therein it shall be necessary for Chase and Customer to execute the Letter of Representations and for DTC to receive and accept the same.

§4.    With respect to Physical Notes, upon Chase’s receipt of instructions from any person believed in good faith by Chase to be an Authorized Person, Chase shall: (A) complete a Physical Note as to amount, date of issue, maturity date (which shall be not more than 270 days after the date of issue), place of payment (if not printed thereon), and rate or amount of interest (if such Physical Note is interest bearing) in accordance with such instructions; (B) authenticate the Physical Note by having any officer or other person designated by Chase for that purpose countersign it; and (C) deliver the Physical Note in accordance herewith to or for the account of the person designated in such instructions to receive such Physical Note (hereinafter sometimes called the “purchaser”).

Whenever Chase is instructed to deliver without payment any Physical Note by mail, Chase shall strike from the Physical Note the word “Bearer,” insert as payee the name of the person so designated in Customer’s instructions and effect delivery by uninsured, registered mail to such payee or to such other person as is specified in such instructions to receive such Physical Note.

Chase may complete, authenticate and deliver any Physical Note hereunder bearing or purporting to bear the facsimile signature of any Authorized Signer, regardless of by whom or by what means the actual or purported facsimile signature may have been affixed thereto, if such facsimile signature resembles the facsimile specimen of such Authorized Signer furnished to Chase hereunder. Chase may complete, authenticate and deliver any Physical Note hereunder even though the person who signed such Physical Note thereafter ceases to be an Authorized Signer for purposes of this Agreement.

Chase’s countersignature of any Physical Note hereunder shall be for authentication purposes only and neither Chase nor any person countersigning or otherwise completing Physical Notes on Chase’s behalf shall have any liability in respect of any Physical Note.

§5.    With respect to Book-entry Notes, upon Chase’s receipt of instructions from any person believed in good faith by Chase to be an Authorized Person, Chase shall transmit issuance/delivery instructions to DTC concerning such Note, which instructions shall state the amount, maturity date (which shall not be more than 270 days after the date of issue), the rate or amount of interest (if such Note is interest-bearing), and direct DTC to deliver the Note as Customer shall instruct Chase (it being understood that such delivery shall be accomplished by book-entry on the books of DTC and its participants).

§6.     Except as expressly provided in the second paragraph of §4 hereof, whenever Customer instructs Chase to deliver any Physical Note hereunder, Chase is authorized to deliver such Physical Note against a receipt for delivery given by the purchaser designated in our instructions in lieu of actual payment, but Chase shall not be responsible for the form or content of such receipt. Customer agrees that such authorization can be modified only with Chase’s prior written consent. Customer understands that under the custom of the commercial paper market the purchaser is committed to settle in immediately available funds at or before the close of business on the same day on which the purchaser receives the Physical Note by making payment to Chase for Customer’s account.

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Chase shall have no liability whatsoever if: (i) the purchaser to whom delivery of any Physical Note is made delays or fails to pay therefor, in whole or in part, for any reason; (ii) any DTC participant purchasing a Book-entry Note fails to settle or delays in settling its balance with DTC; or (iii) DTC fails to perform in any respect.

Chase shall credit any funds received by Chase in payment for any Note to such ordinary deposit account of Customer with Chase (each such account hereinafter sometimes called an “Account”) as Customer shall advise Chase in writing from time to time; provided that, with respect to Book-entry Notes, Customer acknowledges that the crediting of funds in connection therewith shall be contingent upon the occurrence of net settlement by DTC in accordance with its net settlement procedures. Customer’s Accounts with Chase are subject to Chase’s account conditions as amended from time to time, receipt of a copy of which is hereby acknowledged. In the event of a conflict between this Agreement and such account conditions, this Agreement shall govern.

If Customer requests that Chase (which request may be made by telephone) to transfer the proceeds of the issuance of any Note to another bank for Customer’s account on the day of such issuance, in order to assure availability of the funds to Customer on such day, it may be necessary for Chase to effect such transfer by wire in immediately available funds prior to actual receipt by Chase of such proceeds. In such circumstances, Customer authorizes Chase to make a wire transfer of funds in accordance with such instructions and to simultaneously debit any Account in the amount so transferred pursuant to §8 hereof. Notwithstanding the foregoing, Chase shall have no obligation to effect any credit or make any transfer in respect of the proceeds of the issuance of any Note until Chase has actually received such proceeds in collected funds and such receipt is not subject to reversal or cancellation. Such transfers shall be pursuant to the agreement between Chase and Customer specifying certain security procedures.

§7.     If Chase is designated as the place of payment of any Note, Chase is authorized and ordered for Customer’s account to pay the principal amount of such Note upon its maturity, together with any interest as set forth on the face thereof (or, if only a rate of interest is stated thereon, as calculated by Chase to the date of maturity), upon physical or electronic presentment thereof to Chase, regardless of whether such Note was duly authorized by all necessary corporate action, provided, however, that Chase shall have no obligation to Customer or to the holder of any Note or to DTC to make credit available for the purpose of effecting payment on any Note.

§8.     Chase is authorized at any time to charge any Account in the amount required for any payment by Chase on Customer’s behalf in respect of any Note or for any other amount due and payable by Customer hereunder. Chase shall have no obligation to pay any Note that would result in an overdraft to an Account. In the event that Chase, in its sole discretion, pays a Note in excess of the available collected balance in Customer’s Account, the deficiency shall be treated in accordance with and subject to Chase’s customary banking practices with respect to overdrafts (including the imposition of interest, funds usage charges and administrative fees). Chase shall advise Customer of the amount of such deficiency and (if applicable) such rate of interest not later than two business days following the date such deficiency arises, provided that Chase’s failure to so advise Customer shall not affect in any way Customer’s obligation to pay such amounts.

§9.     Chase shall pay the interest (if any) and principal on a given Book-entry Note to DTC in immediately available funds, which payment, shall be by net settlement of Chase’s account on the books of DTC. In the event that the full principal amount and interest,

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if any, stated thereon to be due and owing with respect to a given Book-entry Note is not available in Customer’s Account by Chase’s established cut-off time (presently 2:45 P.M. on the maturity date of such Book-entry Note), Chase may, in its sole discretion, advise DTC that Chase shall refuse payment on such Book-entry Note. If Chase elects not to so notify DTC and instead extends credit to Customer to enable Customer to make such payment, such extension of credit shall be treated as would any other extension of credit described in §8 hereof.

§10.     Customer hereby indemnifies Chase and Chase’s directors, officers, employees and agents against, and hold Chase and them harmless from, any and all claims, liability, losses, damages, costs and expenses of any nature (including reasonable attorneys’ fees and expenses), arising out of, or in connection with Chase’s or their performance under this Agreement, excluding only claims, liability, losses, damages, costs and expenses arising out of Chase�