Corporate Purchasing Card Agreement

CORPORATE PURCHASING CARD AGREEMENT

The following is the Agreement between Leggett & Platt, Incorporated and you, the cardholder / employee, covering your Wells Fargo Purchasing Card (herein referred to as the “Card”) and your business card account with the Company. By applying for, signing, or using the Card or account, or signing this Agreement, you will be bound by this Agreement.

1. Definitions. The words “you”, or “your” mean the person named on the Card issued to you by Wells Fargo (“the Bank”). The words “we”, “our”, “us”, and “the Company”, mean Leggett & Platt, Incorporated.

2. Purchasing Card. The Card issued to you is for use in connection with an account opened at the joint request of you and the Company.

3. Use of Account. As a cardholder, you will be asked to complete a cardholder application form, which will then be signed, by your manager and your unit president/department head. By signing the application form, you have agreed to adhere to the guidelines in this agreement as well as the Purchasing Card Policy and procedure Manual. Most importantly, you are the only person entitled to use the card and the card is not to be used for personal use. As each card is linked to a specific cost center and individual employee, the card cannot be transferred from one employee to another.

Upon receipt of your Purchasing Card, you will need to activate the account by calling the toll-free number printed on the card. For verification purposes, you will be asked to provide a piece of information, such as the last four digits of your Social Security Number. Although the card will be issued in your name, your personal credit history will not affect your ability to obtain a card. The company is responsible for payment of all purchases in compliance with this policy.

4. Credit Line. You will be advised of the credit line applicable to your account. You promise not to allow your outstanding balance to exceed your credit line. To request an increase in your credit line, obtain the approval of your supervisor and contact the Program Administrator in the Corporate Contract Administration Department.

5. NO CASH ADVANCES ARE PERMITTED.

6. NO PERSONAL USE OF THE CARD IS PERMITTED.

7. Billing Statements. You will receive a final billing statement on the 9th of every month electronically. You must reconcile your statement, approve and forward it to your approver by the 16th of every month.

8. Reconcilement of Purchases. It is your responsibility to weekly review your statement. It is also required that at any point in time you have your statement completed and receipts available and in order for your manager to approve. You will receive an e-mail on the 9th of every month to review and approve your statement. Once your statement has been marked as reviewed, an email will be issued to your manager for his/her approval. Follow company procedures for forwarding the receipts to your manager.

9. Use of the Purchasing Card. The PurchasingCard must be used at any merchant that accepts MasterCard for all purchases under $1000. It may be used for in-store purchases as well as online, phone, fax or mail orders. There is no special terminal or equipment needed by the MasterCard merchant to process a card transaction.

For online, phone, fax and mail orders, please instruct the merchant to send a receipt and please emphasize that an invoice must be sent showing as payment received. The goods ordered should be accompanied by a packing slip/invoice. The payment receipt and paid invoice must be retained for your records to be attached to your expense statement.

10. Problem with Goods and Services. If you have any questions, problems, or

disputes concerning the billing statement, please contact the merchant immediately to dispute any erroneous charge. In addition, you MUST notify the Bank within 60 DAYS of the billing date and the Bank will take all reasonable and appropriate steps to provide the information you request, or to solve the dispute. However, unless required by law, the Bank is not responsible for any problem you have with any goods or services you charge on the Card. If you have a dispute with a merchant honoring the Card, you must settle the dispute directly with the merchant.

11. Receiving. When making a payment with the purchasing card on-line, fax, phone, mail orders, or in store, someone other than the cardholder should view the goods and sign the receipt to verify that the goods were received in house. The person verifying receipt of the goods should be someone other than the cardholder or manager.

12. Cancellation. We can cancel your account, refuse to allow further transactions, or revoke your Card at any time, for any reason.

13. Lost or Stolen Card. You agree to notify the Bank immediately if the Card is lost or stolen, or if you suspect it is being used without your permission. The 24-hour

Customer Service phone number is: 800–932-0036. Also, it is imperative that

you also report this to the Program Administrator in the Corporate Contract Administration Department.

14. Foreign Exchange. If you make a purchase in a foreign currency, MasterCard will

convert it into U.S. dollars using the procedures set forth in its Operating Regulations in effect at the time the transaction is processed. Currently, those Regulations provide that the currency conversion rate to be used is either a Wholesale market rate, or a government mandated rate in effect one day prior to the processing date, increased by one percent. The currency conversion rate in effect on the processing date may differ from the rate in effect on the transaction date, or the posting date. The currency conversion rate used may be the same as, greater than, or less than the amount that would be calculated by conversion through a financial institution in the country in which the purchase occurred.

15. Enforcement and Discipline. In the event your use of the card is inappropriate or in violation of this Agreement or Company policy, you will be subject to corrective action including cancellation of your card, and may be subject to discipline up to and including discharge.

16. Return of Card. Upon termination of your employment, cancellation of your card or at the request from the Company, you agree to immediately return the card to the Company and agree to be personally liable for any charges on the Card subsequent to termination, cancellation or request for return of your Card.

BY SIGNING BELOW, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS WELL AS THE PURCHASING CARD POLICY AND PROCEDURE MANUAL FOLLOWING.

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APPLICANT’S SIGNATURE

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PRINT NAME (TO BE USED ON CARD)

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DATE

P-Card Policy and Procedure Manual

Leggett & Platt Incorporated

Purchasing Card Program

Policy and Procedures Manual

Table of Contents

Introduction

General Guidelines

-Card Issuance

-Account Maintenance

-Card Usage

-Preferred Vendors vs. Vendors Not Accepting MasterCard

-Limitations and Restrictions

-Lost or Stolen Cards

Authorized Purchases

-Unauthorized Purchases

-Travel and Entertainment

Reconcilement and Payment

-Receipt Retention/Record Log

-Reconcilement of Purchases

-Disputed or Fraudulent Charges

Receiving

Sales and Use Tax

Sales Use Tax Accruals

Common Questions and Concerns

Appendices

-Cardholder Application

-Cardholder Account Maintenance Form

-Preferred Vendor List

-Sample Record Log

-Dispute Form

-Declaration of Forgery or Unauthorized Use

Introduction

Welcome to the Purchasing Card Program!

The purpose of the Purchasing Card Program is to streamline and simplify the requisitioning, purchasing and payment process for small dollar transactions. The program is designed to shorten the approval process and reduce the paperwork of procurement procedures such as purchase orders, petty cash, check requests and expense reimbursements. The goal of the program is to:

- Reduce the cost of processing small dollar purchases

- Receive faster delivery of required merchandise

- Simplify the payment process

This reference guide will provide you with the particulars of the program, including general guidelines, reconcilement and record keeping procedures, and customer service information. It is important to read the following information carefully, as you will be responsible for adhering to the company-established policy and procedures.

As with any new process, it is difficult to anticipate every question or issue that may arise. If you have any additional questions, please contact your card program administrator.

General Guidelines

Card Issuance:

As a cardholder, you will be asked to complete a cardholder application form, which will then be signed, by your manager and your unit president/department head. By signing the application form, you have agreed to adhere to the guidelines established in this manual. Please refer to Appendix I for an example of the cardholder application. Most importantly, you are the only person entitled to use the card and the card is not to be used for personal use. As each card is linked to a specific cost center and individual employee, the card cannot be transferred from one employee to another.

Account Maintenance:

If there’s a need to change any information regarding your account, such as mailing address or expense accounting code, please contact your controller or your program administrator.

Card Usage:

The PurchasingCard can be used at any merchant that accepts MasterCard, except as the company otherwise directs. It may be used for in-store purchases as well as online, phone, fax or mail orders. There is no special terminal or equipment needed by the MasterCard merchant to process a card transaction.

Preferred Vendors vs. Vendors Not Accepting MasterCard:

Whenever possible, please be sure to use preferred vendors as published by Corporate Purchasing.

Not all of your suppliers will accept MasterCard. However, as card programs become more widespread, vendors will want to accommodate their customers by accepting MasterCard as a method of payment. If you have a vendor who does not accept MasterCard, please contact your branch Purchasing Manager, who will work with Corporate Purchasing.

Limitations and Restrictions:

Your manager has assigned a credit limit to your card. There may also be a single transaction limit placed on your card, which means your card will be declined if you attempt to purchase more than this set amount at one time. Do not split a purchase to avoid the single transaction limit. If you believe the single transaction limit will inhibit optimum usage of the program, please put in a Purchase requisition for the purchase.

In addition to the single transaction limit, every cardholder has a total monthly dollar limit assigned to his/her account. As limitations vary by cardholder, please discuss the limit with your respective manager. If you believe your monthly limit to be insufficient for your requirements, and your manager agrees, your manager must contact the Program Administrator to have your limit(s) increased.

The Purchasing Card program also allows for merchant category blocking. If a particular merchant category is blocked (e.g., jewelry stores), and you attempt to use your card at such a merchant, your purchase will be declined. Management has made an effort to ensure that the vendors/suppliers used during the normal course of business are not restricted. If your card is refused at a merchant where you believe it should have been accepted, you should call the WellsFargoBusinessPurchasingServiceCenter at 1-800-932-0036 to determine the reason for refusal. Depending on the result of your inquiry, you may want to discuss the issue further with your Program Administrator. He/she is empowered to modify the restrictions on your use of the card.

IMPORTANT: All requests for changes in limitations and restrictions must be made through your manager or the Program Administrator. Wells Fargo Bank will change existing cardholder restrictions only after a request is received from the Program Administrator.

Lost or Stolen Cards:

You are responsible for the security of your card and any purchases made on your account. If you believe you have lost your card or that it has been stolen, immediately report this information to Wells Fargo Bank Business Purchasing Service Center (BPSC) at 800-932-0036 or your Program Administrator. It is extremely important to act promptly in the event of a lost or stolen card to avoid company liability for fraudulent transactions.

As with a personal charge card, you will no longer be able to use the account number after notifying the bank. A new card should be issued within 48 hours of notice to Wells Fargo Bank.

Authorized Purchases

Purchases may include:

Office supplies and forms
Books and subscriptions
Computer supplies, e.g., software and diskettes
Day timers and calendars
Professional membership dues
Hardware and tools – Except parts where maintained inventory flag is turned on “yes”
Spare parts - Except parts where maintained inventory flag is turned on “yes”
Miscellaneous items, e.g., videotapes
Uniform Rentals/Cleaning
Courier/Overnight Deliveries (Do not use to pay statement or you will loose Corporate discount)
Mobile Phones & Pager Bills
Vehicle Expenses for vehicles without an assigned driver
Capital Goods as long as Capital Approval is already obtained.

Whenever possible, please purchase merchandise and/or materials from preferred vendors.

Unauthorized Purchases

Bill of Material items
Items for personal use
Any single transaction exceeding $_500.00
Stock items available through our warehouses or through

approved ordering systems or programs

Capital goods without capital approval being obtained.
Leased equipment

As with any company purchase, the card is not to be used for any product, service or with any merchant considered to be inappropriate for company funds.

Failure to comply with the above guidelines for authorized purchases under the Purchasing Card program may result in disciplinary action, cancellation of your card privileges, and possible termination of employment.

Reconcilement and Payment

Unlike personal credit cards, the Purchasing Card program is handled as corporate liability. The Accounts Payable Department is responsible for paying the Program invoice(s) directly to Wells Fargo each month.

You will access your expense report via ChRIS, the Internet tool, to review your statement. The statement will reflect the transaction date, posting date, supplier/merchant name and the total amount of the purchase. You have the ability to reconcile your account at any time. At the end of a statement period, you will be notified via email that it is time to complete the review of your card statement.

You are responsible for the following:

- Reconciling your statement not less than weekly

- Retaining all receipts for items purchased under the program.

- Ensuring all transactions posted are legitimate purchases

Receipt Retention:

It is a requirement of the program that you keep all receipts for goods and services purchased. For orders placed via phone, fax or mail, or online, you must request a receipt, detailing merchandise price, sales/use tax, freight, etc., be included with the goods mailed/shipped. (Note: a merchant should not reject this request, as it is a MasterCard policy). It is extremely important to request and retain purchase receipts, as this is the only original documentation that shows whether sales tax has been paid.

As card records will be audited from time to time, it is essential to adhere to the above record keeping guidelines.

Reconcilement of Purchases:

It is your responsibility, not less than weekly and prior to monthly statement close to check your online statement to ensure all the transactions posted are legitimate transactions made by yourself, mark transactions for which receipts will be attached, and attach line item detailed point of sale receipts or delivery invoices. Other optional functions such as splitting transactions, adding descriptions, and reclassifying expenses can be performed using the ChRIS tool. All of the available functions will be part of your initial training. If everything is in order, you will mark the statement as reviewed. Once your statement has been marked as reviewed, an email will be issued to your manager for his/her approval. Follow company procedures for forwarding the receipts to your manager.