AMENDMENT NO. 1 TO THE FLEXIBLE STOCK PLAN

EXHIBIT 10.8(1)

Amendment No. 1,

dated February 11, 2004,

to the

1989 Flexible Stock Plan,

as amended and restated May 9, 2001

7.1 Term . The Plan, as amended by the 2001 Plan Amendments, shall commence as of the Effective Date and, subject to the terms of the Plan, including those requiring approval by the shareholders of the Company and those limiting the period over which ISOs or any other Benefits may be granted, shall continue in full force and effect for a period of ten years from the Effective Date, unless terminated by the Board before such date.

Leggett & Platt, Incorporated

1989 FLEXIBLE STOCK PLAN

(As amended and restated in its entirety on May 9, 2001)

TABLE OF CONTENTS

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LEGGETT & PLATT, INCORPORATED

1989 FLEXIBLE STOCK PLAN

(As amended and restated in its entirety on May 9, 2001)

ARTICLE I

NAME AND PURPOSE

1.1 Name . The name of the Plan is the “Leggett & Platt, Incorporated 1989 Flexible Stock Plan.”

1.2 Purpose . The Company has established this Plan to attract, retain, motivate and reward Employees and other individuals, to encourage ownership of the Company’s Common Stock by Employees and other individuals, and to promote and further the best interests of the Company by granting cash and other awards.

ARTICLE II

DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION

2.1 General Definitions . The following words and phrases, when used in the Plan, unless otherwise specifically defined or unless the context clearly otherwise requires, shall have the following respective meanings:

(a) Affiliate . A Parent, Subsidiary, or any directly or indirectly owned partnership or limited liability company of the Company.

(b) Agreement . The document which evidences the grant of any Benefit under the Plan and which sets forth the Benefit and the terms, conditions and provisions of, and restrictions relating to, such Benefit.

(c) Benefit . Any benefit granted to a Participant under the Plan.

(d) Board . The Board of Directors of the Company.

(e) Cash Award . A Benefit payable in the form of cash.

(f) Change in Control . The acquisition, without the approval of the Board, by any person or entity, other than the Company or a Related Entity, of more than 20% of the outstanding Shares through a tender offer, exchange offer or otherwise; the liquidation or dissolution of the Company following the sale or other disposition of all or substantially all of its assets; a merger or consolidation involving the Company which results in the Company not being the surviving parent corporation; or any time during any two-year

period in which individuals who constituted the Board at the start of such period (or whose election was approved by at least two-thirds of the then members of the Board who were members at the start of the two-year period) do not constitute at least 50% of the Board for any reason. A Related Entity is a Subsidiary or any employee benefit plan (including a trust forming a part of such a plan) maintained by the Company or a Subsidiary.

(g) Code . The Internal Revenue Code of 1986, as amended. Any reference to the Code includes the regulations promulgated pursuant to the Code.

(h) Company . Leggett & Platt, Incorporated.

(i) Committee . The Committee described in Section 5.1 or, in the absence of the Committee, the Board.

(j) Common Stock . The Company’s $.01 par value Common Stock.

(k) 2001 Plan Amendments . The amendments to the Plan approved by the Board of Directors on February 14, 2001.

(l) Effective Date . The date that the amended and restated Plan, including the 2001 Plan Amendments, is approved by the shareholders of the Company which must occur within one year before or after approval by the Board.

(m) Employee . Any person employed by the Employer.

(n) Employer . The Company and all Affiliates.

(o) Exchange Act . The Securities Exchange Act of 1934, as amended.

(p) Fair Market Value . The closing price of Shares on the New York Stock Exchange 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.

(q) Fiscal Year . The taxable year of the Company which is the calendar year.

(r) ISO . An Option that meets the requirements of Section 422 of the Code.

(s) NQSO . An Option that does not qualify as an ISO.

(t) Option . An option to purchase Shares granted under the Plan.

(u) Other Stock Based Award . An award under ARTICLE XVIII that is valued in whole or in part by reference to, or is otherwise based on, Common Stock.

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(v) Parent . Any entity (other than the Company or a Subsidiary) in an unbroken chain of entities ending with the Company, if, at the time of the grant of an Option or other Benefit, each of the entities (other than the Company or a Subsidiary) owns 50% or more of the total combined voting power of all classes of stock or ownership interests (if applicable) in one of the other entities in such chain.

(w) Participant . An individual who is granted a Benefit under the Plan. Benefits may be granted only to Employees; members of the Board who are not Employees; employees and owners of entities which are not Affiliates but which have a direct or indirect ownership interest in an Employer or in which an Employer has a direct or indirect ownership interest; individuals who, and employees and owners of entities which, are customers and suppliers of an Employer; individuals who, and employees and owners of entities which, render services to an Employer; and individuals who, and employees and owners of entities which, have ownership or business affiliations with any individual or entity previously described.

(x) Performance Share . A Share awarded to a Participant under ARTICLE XVI of the Plan.

(y) Plan . The Leggett & Platt, Incorporated 1989 Flexible Stock Plan, as amended and restated as of the Effective Date, and all subsequent amendments and supplements to it.

(z) Restricted Stock . Shares issued under ARTICLE XV of the Plan.

(aa) Rule 16b-3 . Rule 16b-3 promulgated by the SEC, as amended, or any successor rule in effect from time to time.

(bb) SEC . The Securities and Exchange Commission.

(cc) Share . A share of Common Stock.

(dd) Stock Appreciation Award . An award of Stock Appreciation Units under ARTICLE XIV of the Plan.

(ee) Stock Appreciation Unit . To the extent provided in the Plan, and only to such extent, a Share.

(ff) Subsidiary . Any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of grant of an Option or other Benefit, each of the corporations, other than the last corporation in the unbroken chain, owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the corporations in such chain.

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2.2 Other Definitions . In addition to the above definitions, certain words and phrases used in the Plan and any agreement may be defined in other portions of the Plan or in such Agreement.

2.3 Conflicts in Plan . In the case of any conflict in the terms of the Plan relating to a Benefit, the provisions in the ARTICLE of the Plan which specifically grants such Benefit shall control those in a different ARTICLE.

ARTICLE III

COMMON STOCK

3.1 Number of Shares . The number of Shares which may be issued or sold or for which Options, Stock Appreciation Awards or Performance Shares may be granted under the Plan after the Effective Date shall be the sum of (a) all Shares which are issuable under options granted under the Plan which remain unexercised on the Effective Date, (b) all Shares authorized and available for issuance or grant as Benefits immediately prior to the Effective Date and (c) 4,000,000 Shares. Such number of Shares shall increase annually, effective as of the first day of each Fiscal Year, commencing with the Fiscal Year beginning in 1995, by the number of Shares equal to .5% of the number of outstanding Shares as of the first day of such Fiscal Year. Such Shares may be authorized but unissued Shares, Shares held in the treasury, or both. Notwithstanding the preceding sentence, only Shares held in the treasury may be used to provide a Benefit to a Participant if the use of authorized but unissued Shares would violate any applicable law or governmental agency or other rule or regulation.

3.2 Reusage . If an Option or Stock Appreciation Award expires or is terminated, surrendered, or cancelled without having been fully exercised, if Restricted Shares or Performance Shares are forfeited, or if any other grant results in any Shares not being issued, the Shares covered by such Option or Stock Appreciation Award, grant of Restricted Shares, Performance Shares or other grant, as the case may be, shall again be available for use under the Plan. In addition, Shares delivered to the Company by an Option holder as payment of the