exv10w2



 








Exhibit 10.2




SUMMARY OF COMPENSATION FOR

THE BOARD OF DIRECTORS OF

STEELCASE INC.

 






     Beginning immediately following the Board of Directors meeting on March 28, 2006, non-employee
directors shall be compensated annually as follows.



Annual Retainers




	 	 	 	 	 	 	 	 	 
	 Type of Compensation	 	Director	 	Board Chair
	Board Annual Retainer
	 	$	80,000	 	 	$	150,000	 
	Committee Chair Annual Retainers:
	 	 	 	 	 	 	 	 
	Audit Committee
	 	$	10,000	 	 	 	 	 
	Compensation Committee
	 	$	7,500	 	 	 	 	 
	Nominating and Corporate Governance
Committee
	 	$	5,000	 	 	 	 	 






     Board annual retainers and committee chair annual retainers shall be paid on a quarterly basis
in advance, 50% in cash and the remaining 50% in either:




	 	•	 	A deemed investment in Steelcase Inc. Class A Common Stock under the Steelcase Inc.
Non-Employee Director Deferred Compensation Plan; or
	 
	 	•	 	Steelcase Inc. Class A Common Stock issued under the Steelcase Inc. Incentive
Compensation Plan.





     The stock or deemed investment shall be subject to the expectation that it will be held for
the length of Board service.



     All shares granted to directors as part of their non-cash director compensation shall be
granted in the form of Steelcase Inc. Class A Common Stock, pursuant to the Steelcase Inc.
Incentive Compensation Plan. The number of shares to be awarded shall be calculated using the fair
market price of the Class A Common Stock as of the opening of the New York Stock Exchange on the
date on which the quarterly payment is made.



Meeting Fees and Expenses




     Each director (including committee chairs but excluding the Board chair) will receive $1,500
per committee meeting attended, paid in cash. Additionally, all directors (including committee
chairs and the Board chair) will be reimbursed for out-of-pocket expenses incurred to attend Board
and committee meetings, paid in cash.



 









 





Payments




     Payments (of cash and stock) shall be made on or about the 10th day of the month of
March, September and December. June payments shall be deferred until and paid on or about the
30th of June, in order to accommodate the election of directors at the Steelcase Inc.
Annual Shareholders Meeting.



Deferred Compensation Plan




     Each non-employee director can participate in the Steelcase Inc. Non-Employee Director
Deferred Compensation Plan. Under this plan, directors may defer all or part of their retainer
and/or committee fees until they no longer serve on the Board of Directors. A participating
director may elect to have the deferred amount deemed as an investment in Steelcase Inc. Class A
Common Stock or invested in any of several investment funds.



Outside Director Benefit Plan




     Each non-employee director who is not a retiree of the Company is also eligible to participate
in the Steelcase Benefit Plan for Outside Directors which provides health, vision and group travel
accident benefits.



Employees and Officers




     Members of the Board of Directors who are employees or officers of the Company or any of
its subsidiaries do not receive any compensation for serving on the Board of Directors or any
committees thereof.



Last revised on March 27, 2006.





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