EX-10.1






EXHIBIT 10.1




STEELCASE INC.

RESTORATION RETIREMENT PLAN




Restated Effective January 1, 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	Article 1 Establishment and Purpose
	 	 	1	 
	 
	 	 	 	 
	1.1 History of the Plan
	 	 	1	 
	1.2 This
Document
	 	 	1	 
	1.3 Purpose
	 	 	1	 
	1.4 Status of Plan Under ERISA
	 	 	1	 
	1.5 Compliance With Section 409A
	 	 	1	 
	 
	 	 	 	 
	Article 2 Definitions
	 	 	1	 
	 
	 	 	 	 
	Article 3 Administration of Plan
	 	 	8	 
	 
	 	 	 	 
	3.1 Administrative Committee
	 	 	8	 
	3.2 Responsibility; Indemnification
	 	 	8	 
	 
	 	 	 	 
	Article 4 Eligibility
	 	 	8	 
	 
	 	 	 	 
	4.1 Participation
	 	 	8	 
	4.2 Termination of Participation
	 	 	9	 
	 
	 	 	 	 
	Article 5 Vesting
	 	 	9	 
	 
	 	 	 	 
	5.1 Vesting Service
	 	 	9	 
	5.2 Vested Percentage
	 	 	9	 
	 
	 	 	 	 
	Article 6 Benefits
	 	 	9	 
	 
	 	 	 	 
	6.1 Amount and Form of Benefit
	 	 	9	 
	6.2 Payment of Pre-2005 Accounts
	 	 	10	 
	6.3 Payment of Post-2004 Account
	 	 	10	 
	6.4 Forfeiture of Benefits
	 	 	11	 
	 
	 	 	 	 
	Article 7 Change In Control
	 	 	12	 
	 
	 	 	 	 
	7.1 Vesting
	 	 	12	 
	7.2 Payment
	 	 	12	 
	 
	 	 	 	 
	Article 8 Amendment and Termination
	 	 	12	 
	 
	 	 	 	 
	8.1 Amendment
	 	 	12	 
	8.2 Termination
	 	 	12	 
	 
	 	 	 	 
	Article 9 General Provisions
	 	 	13	 
	 
	 	 	 	 
	9.1 No Right to Participate
	 	 	13	 
	9.2 No Employment Right
	 	 	13	 
	9.3 No
Assignment or Transfer
	 	 	13	 
	9.4 Withholding and Payroll Taxes
	 	 	13	 
	9.5 Incompetent Payee
	 	 	13	 
	9.6 Governing Law
	 	 	13	 






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	 	 	Page
	9.7 Construction
	 	 	14	 
	9.8 Disputes
	 	 	14	 
	 
	 	 	 	 
	Signature
	 	 	14	 






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STEELCASE INC.

RESTORATION RETIREMENT PLAN




Article 1




Establishment and Purpose




          1.1 History of the Plan



          Steelcase Inc. (the “Company”) established the Steelcase Inc. Restoration Retirement Plan
(the “Plan”) as of March 1, 1998. The Plan has periodically been amended.



          1.2 This Document



          By this document, the Company is amending and restating the Plan as of January 1,2009.



          1.3 Purpose



          The Company desires to retain the services of a select group of executives who contribute to
the profitability and success of the Company. The Company maintains the Plan to restore, to an
extent, the retirement benefits lost by executives due to the limits on the Compensation that may
be considered under qualified retirement plans by the Internal Revenue Code.



          1.4 Status of Plan Under ERISA



          The Plan is intended to be “unfunded” and maintained “primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated employees” for
purposes of ERISA. Accordingly, the Plan is not intended to be covered by Parts 2
through 4 of Subtitle B of Title I of ERISA. The existence of any Trust Fund is not intended
to change this characterization of the Plan.



          1.5 Compliance with Section 409A



          To the extent the Plan provides deferred compensation under Section 409A of the Internal
Revenue Code, the Plan is intended to comply with Section 409A. The Plan is intended to be
interpreted consistent with the requirements of Section 409 A of the Internal Revenue Code.



Article 2




Definitions




          The following terms shall have the definition stated, unless the context requires a different
meaning:



 









 





          2.1 Account



          “Account” means the bookkeeping account set up by the Company to record amounts contributed
under Section 6.1.



          2.2 Administrative Committee



          “Administrative Committee” means the Chief Executive Officer, the Chief Financial Officer, the
Chief Administrative Officer and the Assistant Secretary of the Company and/or any other
individuals designated by the Compensation Committee of the Company’s Board of Directors to
administer this Plan and any other plan designated by the Compensation Committee.



          2.3 Affiliate



          “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules
and Regulations of the Exchange Act.



          2.4 Beneficial Owner or Beneficial Ownership



          “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in
the Rule 13d-3 of the General Rules and Regulations of the Exchange Act.



          2.5 Beneficiary



          “Beneficiary” means the individual, trust, or other entity designated by the Participant to
receive any amounts payable with respect to the Participant under the Plan after the Participant’s
death. A Participant may designate or change a Beneficiary by filing a signed designation with the
Administrative Committee in a form approved by the Administrative Committee. A Participant’s
will is not effective for this purpose. If the Participant has not designated a Beneficiary or
none so designated survive, the Beneficiary will be the Participant’s surviving Spouse, if any;
otherwise the Participant’s children, including those by adoption, dividing the distribution
equally among the Participant’s children, with the living issue of any deceased child taking their
parent’s share by right of representation; if none, the Participant’s parents, in equal shares; if
none, the Participant’s living brothers and sisters in equal shares; if none the Participant’s
estate, if under active administration, and if not, the Participant’s heirs under the laws of
Intestacy of the State of Michigan. Notwithstanding the above, if the Participant designates his
or her Spouse as a Beneficiary, and the Participant later divorces that Spouse, the Participant’s
designation of his or her Spouse as Beneficiary shall be null and void, and the portion of the
Participant’s benefits that would, but for this provision, be payable to the Participant’s Spouse
will be payable instead as designated in the Participant’s designation of Beneficiary as if the
Spouse had predeceased the Participant.



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          2.6 Board or Board of Directors



          “Board” or “Board of Directors” means the Board of Directors of the Company.



          2.7 Change in Control



          “Change in Control” of the Company shall be deemed to have occurred if the event set forth in
any one of the following paragraphs shall have occurred:




          (a) Any Person (other than any Initial Holder or Permitted Transferee):




          (1) Is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing thirty percent (30%) or more of the combined voting
power of the Company’s then outstanding securities, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction described in clause (1) of
paragraph (c) below; and




          (2) The combined voting power of the securities of the Company that are
Beneficially Owned by such Person exceeds the combined voting power of the
securities of the Company that are Beneficially Owned by all Initial Holders and
Permitted Transferees at the time of such acquisition by such Person or at any time
thereafter; or




          (b) The following individuals cease for any reason to constitute a majority of the
number of Directors then serving: individuals who, on the date hereof, constitute the Board
and any new Director (other than a Director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of Directors of the Company) whose appointment
or election by the Board or nomination for election by the Company’s shareholders was
approved or recommended by a vote of at least two-thirds (2/3) of the Directors then still in
office who either were Directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or recommended; or




          (c) There is consummated a merger or consolidation of the Company or any direct or
indirect subsidiary of the Company with or involving any other corporation, other than:




          (1) A merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving
entity or any parent thereto), at least fifty-five percent (55%) of the combined
voting power of the securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation; or



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          (2) A merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person (other than an Initial Holder or
Permitted Transferee) is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities Beneficially Owned by
such Person any securities acquired directly from the Company or its Affiliates)
representing thirty percent (30%) or more of the combined voting power of the
Company’s then outstanding securities; or




          (d) The shareholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets, other than
a sale or disposition by the Company of all or substantially all of the Company’s assets
to an entity, at least fifty-five percent (55%) of the combined voting power of the voting
securities of which are owned by shareholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to such sale.



          However, in no event shall a Change in Control be deemed to have occurred, with respect to a
Participant, if the Participant is part of a purchasing group which consummates the Change in
Control transaction. A Participant shall be deemed “part of a purchasing group” for purposes of
the preceding sentence if the Participant is an equity participant in the purchasing company or
group (except for: (i) passive ownership of less than three percent (3%) of the stock of the
purchasing company; or (ii) ownership of equity participant in the purchasing company or group
which is otherwise not significant, as determined prior to the Change in Control by a majority of
the non-employee continuing Directors).



          Notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred by virtue of the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the common stock of the Company
immediately prior to such transaction or series of transactions continue to have substantially the
same proportionate ownership, directly or indirectly, in an entity which owns all or substantially
all of the assets of the Company immediately following such transaction or series of transactions.



          2.8 Company



          “Company” means Steelcase Inc.



          2.9 Compensation



          “Compensation” has the same meaning given to it under the Steelcase Inc. Retirement Plan,
except that it is not limited as required by Internal Revenue Code Section 401(a)(17).



          2.10 Determination Period



          “Determination Period” means the Calendar Year preceding the Calendar Year during which an
Employee has a Separation from Service.



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          2.11 Director



          “Director” means any individual who is a member of the Board.



          2.12 Eligible Compensation



          “Eligible Compensation” means a Participant’s Compensation in excess of the limit described in
Internal Revenue Code Section 40l(a)(17) during a Fiscal Year, but not in excess of twice that
limit.



          2.13 Employee



          “Employee” means any individual who is on the payroll of the Company or a Related Employer
and is considered to be a common-law employee of the Company or a Related Employer. An individual
who is treated by the Company or a Related Employer as an independent contractor for tax purposes
is not an Employee.



          2.14 ERISA



          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



          2.15 Exchange Act



          “Exchange Act” means the Securities and Exchange Act of 1934, as amended from time to time,
or any successor act thereto.



          2.16 Initial Holder



          “Initial Holder” shall have the meaning set forth in the Second Restated Articles
of Incorporation of the Company.



          2.17 Key Employee



          “Key Employee” means any Employee who at any time during the Determination Period was:




          (a) An officer of the Company or a Related Employer whose annual Compensation from the
Company and all Related Employer is more than $145,000 (as adjusted under Section 416(i)(l)
of the Internal Revenue Code for Plan Years beginning after December 31, 2007);




          (b) A person having more than a 5% ownership interest in the Company or a Related
Employer; or




          (c) A person having more than a 1% ownership interest in the Company or a Related
Employer and whose annual Compensation from the Company and all Related Employers is more
than $150,000.



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          The determination of who is a Key Employee shall be made in accordance with Sections 409A and
416(i)(l) of the Internal Revenue Code and the applicable regulations and guidance.



          2.18
MIP



          “MIP” means the Steelcase Inc. Management Incentive Plan.



          2.19 Participant



          “Participant” means an Employee who is a member of the MIP for the full Fiscal Year and whose
Compensation is in excess of the compensation limit specified in Internal Revenue Code Section 401
(a)(l7).



          2.20 Permitted Transferee



          “Permitted Transferee” shall have the meaning set forth in the Second Restated Articles of
Incorporation of the Company and include a Permitted Trustee solely in its capacity as a trustee
of a Permitted Trust.



          2.21 Permitted Trust



          “Permitted Trust” shall have the meaning set forth in the Second Restated Articles of
Incorporation of the Company.



          2.22 Permitted Trustee



          “Permitted Trustee” shall have the meaning set forth in the Second Restated Articles of
Incorporation of the Company.



          2.23 Person



          “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, including a “group”
as defined in Section 13(d) thereof, except that such term shall not include:




          (a) The Company or any of its subsidiaries;




          (b) A trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any of its Affiliates;




          (c) An underwriter temporarily holding securities pursuant to an offering of such
securities; or




          (d) A corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.



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          2.24 Plan Year



          “Plan Year” means the fiscal year of the Company, as in effect from time to time, or such
other 12-month period as the Compensation Committee of the Board of Directors of the Company shall
establish.



          2.25 Pre-2005 Account



          “Pre-2005 Account” means the vested amount that was credited to the Participant’s Account on
December 31, 2004, as adjusted for earnings or losses under Section 6.1(b).



          2.26 Post-2004 Account



          “Post-2004 Account” means the amount credited to the Participant’s Account minus the
Participant’s Pre-2005 Account.



          2.27 Related Employer



          “Related Employer” means




          (a) Any member of a controlled group of corporations in which the Company is a member,
as defined in Section 414(b) of the Internal Revenue Code; or




          (b) Any other trade or business under common control of or with the Company, as defined
in Section 414(c) of the Internal Revenue Code.



          2.28 Separation from Service



          “Separation from Service” means a “separation from service” under Section 409A of the
Internal Revenue Code. Generally, this occurs if the Employee is reasonably anticipated to have a
substantial permanent reduction in the bona fide level of services provided to the Company and all
Related Employers (whether provided as an employee or an independent contractor). The reduction
shall be “substantial” only if the reduced bona fide level of services is less than 20% of the
average bona fide level of services provided by the Employee to the Company and all Related
Employers during the immediately preceding 36 months (or the Participant’s entire period of
service, if less than 36 months).



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          2.29 Spouse



          “Spouse” means the husband or wife to whom a Participant is married on the date benefit
payments are scheduled to begin to the Participant. The legal existence of the spousal
relationship shall be governed by the law of Michigan.



Article 3




Administration of Plan




          3.1 Administrative Committee



          The Plan shall be administered by the Administrative Committee. The Administrative Committee
shall have full discretionary authority in the operation and administration of the Plan. The
Administrative Committee shall act by vote or consent of a majority of its members. To the extent
necessary or appropriate, the Administrative Committee will adopt rules, policies, and forms for
the administration, interpretation, and implementation of the Plan. All decisions, determinations,
and interpretations of the Plan by the Administrative Committee shall be final and binding on all
parties. The Administrative Committee may delegate any of its responsibilities to others and may
allocate any of its responsibilities among its members.



          A member of the Administrative Committee shall not participate in and shall not be counted as
a member with respect to any action of the Administrative Committee directly affecting only that
member.



          3.2 Responsibility; Indemnification



          A member of the Administrative Committee shall not be personally responsible or liable for
any act or omission in connection with performance of powers or duties or the exercise of
discretion or judgment in the administration and implementation of the Plan. The Company shall
hold harmless and indemnify each member of the Administrative Committee, and any other individual
exercising delegated authority or responsibility with respect to the Plan, from any and all
liabilities and costs arising from any act or omission related to the performance of duties or the
exercise of discretion and judgment with respect to the Plan.



Article 4




Eligibility




          4.1 Participation



          Participation in the Plan is limited to Employees designated by the Administrative Committee
for participation in the MIP and whose Compensation exceeds the limit in Internal Revenue Code
Section 401(a)(17).



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          4.2 Termination of Participation



          Participation in the Plan shall terminate upon the earlier of the date the Participant is not
an Employee and has been paid the full amount due under the Plan or the date of the Participant’s
death. Active participation by any Employee will cease if the Employee no longer meets the criteria
for participation in Section 4.1 above, and any Employee’s active participation may be terminated
by the Administrative Committee at any time. If an Employee’s active participation terminates,
subsequent employment by the Employee with the Company or a Related Employer will continue to count
for vesting purposes.



Article 5




Vesting




          5.1 Vesting Service



          A Participant’s years of vested service for purposes of determining the vesting percentage
under the Plan shall be equal to the “Years of Vested Service” as determined and defined under the
Steelcase Inc. Retirement Plan.



          5.2 Vested Percentage



          The Participant’s vested percentage shall be determined by the following schedule:




	 	 	 
	Years of Vested Service	 	Vested Percentage
	Less than 2 years
	 	    0%
	2 years or more
	 	100%






Article 6




Benefits




          6.1
Amount and Form of Benefit




          (a) Principal Credits The Company shall credit to the Participant’s Account for
each Fiscal Year a percentage of the Participant’s Eligible Compensation that is equal to
the percentage of Compensation allocated to the Participant’s account under the Steelcase
Inc. Retirement Plan for that Fiscal Year, taking into account only the Participant’s
Compensation up to the Internal Revenue Code Section 401(a)(17) limit. Contributions will be
deemed to have been credited as of the last day of each Fiscal Year, and will only be
credited if the Participant is still employed and still a member of the MIP on that last
day.




          (b) Investment Credits Each Participant’s Account shall be credited with
earnings or debited with losses at a rate equal to the Participant’s actual rate of return
on the assets credited to the Participant’s Account in the Steelcase Inc. Retirement



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Plan. On and after the date of the Participant’s Separation from Service, however, no earnings
or losses will be credited.



          6.2 Payment of Pre-2005 Accounts




          (a) During Life The vested portion of the Participant’s Pre-2005
Account shall be paid or begin to be paid on or about the April 1 following the end of the
Fiscal Year in which the Participant has a Separation from Service. A Participant may
elect, subject to the approval of the Administrative Committee, to have the payment made
in either of the following ways or any combination thereof:




          (1) In one lump sum, or




          (2) In annual installments over four years using the “declining digits” method (i.e.,
the first payment is 1/4 of the vested portion of the Pre-2005
Account balance, the second 1/3
of the remaining vested balance, the third 1/2 of the remaining vested balance and the
fourth the entire remaining vested balance).




          The Participant’s election under this Section shall be filed in writing with the
Administrative Committee. The Participant’s initial election shall be effective if filed with the
Administrative Committee within 30 days of the date the Administrative Committee provides notice
of the election to the Participant, but in any event prior to the date payment would otherwise be
made. Elections filed after that time, and any change in an election, shall be effective only if
the individual remains employed for the following 12-month period.




          (b) Death In the event of the death of a Participant before payment of all benefits
due, the vested amount remaining in the Participant’s Pre-2005 Account will be paid to the
Participant’s Beneficiary in a single lump sum or in annual installments over a four year
period, using the declining digits method, provided the Participant so elected in accordance with
subsection (a) above.




          (c) Cash Outs Notwithstanding anything in this Section 6.2 to the contrary, the
Administrative Committee may elect to distribute the entire vested balance of the Participant’s
Pre-2005 Account in a single lump sum payment to the Participant or his or her Beneficiary if the
vested balance of the Participant’s Pre-2005 Account is less than $50,000, or in the event of the
Participant’s Total Disability or death.



          6.3 Payment of Post-2004 Account




          (a) During Life The vested portion of the Participant’s Post-2004 Account shall be
paid or begin to be paid on the April 1 following the end of the Fiscal Year in which the
Participant has a Separation from Service. A Participant may elect to have the payment made in
either of the following ways or any combination thereof:




          (1) In one lump sum, or



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          (2) In annual installments over four years using the “declining digits” method
(i.e., the first payment is 1/4 of the vested portion of the Post-2004 Account
balance, the second 1/3 of the remaining vested
balance, the third 1/2 of
the remaining vested balance and the fourth the entire remaining vested balance).




          The Participant’s election under this Section shall be filed in writing with
the Administrative Committee. The Participant’s election shall be effective if
filed with the Administrative Committee by the later of December 31, 2008 or the
last day of the Fiscal Year preceding the first Fiscal Year for which an amount is
credited to the Participant’s Account. If no timely election is made by a
Participant, payment shall be made in one lump sum payment.




          (b) Death In the event of the death of a Participant before payment of all
benefits due, the vested amount remaining in the Participant’s Post-2004 Account will be
paid to the Participant’s Beneficiary in a single lump sum or in annual installments over a
four year period, using the declining digits method, provided the Participant so elected in
accordance with subsection (a) above.




          (c) Key Employees Notwithstanding the preceding provisions of this Section
6.3, no payment shall be made from a Key Employee’s Post-2004 Account for at least six
months after such Key Employee’s Separation from Service, unless the Participant dies prior
to the end of the six-month period.



          6.4 Forfeiture of Benefits



          The non-vested portion of the Participant’s Account shall be forfeited upon the commencement
of payments to the Participant or his or her Beneficiary pursuant to Section 6.2. A Participant’s
right to any portion of his or her Account remaining under this Plan shall be forfeited upon
occurrence of any of the following events:




          (a) Termination for Cause Termination of the Participant’s employment for
cause, as determined in the sole discretion of the Administrative Committee.




          (b) Competition The Participant directly or indirectly engages in competition
with the Company or any Related Employer at any time during employment with the Company or
a Related Employer, or during the three-year period following termination of employment
with the Company or a Related Employer, without prior approval of the Administrative
Committee. A Plan Participant engages in competition if that person participates directly
or indirectly in the manufacturing, design or distribution of any products of the same type
as those of the Company or a Related Employer, including, but not limited to, office
furniture, office systems or architectural products, or the providing of any related
services, for or on behalf of any person or entity other than the Company or a Related
Employer and their authorized dealers, at any location within or without the United States
of America. It is intended that this definition shall be enforced to the fullest extent
permitted by law. If any part of this definition shall be construed to be invalid or
unenforceable, in whole or in part, then such definition shall be



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construed in a manner so as to permit its enforceability to the fullest extent permitted by
law.



Article 7




Change In Control




          7.1 Vesting



          A Participant shall be 100% vested upon a Change in Control.



          7.2 Payment



          Upon a Change in Control, amounts credited to the Participant’s Account shall be paid in a
single lump sum as soon as reasonably practicable, but in no event later than 60 days following
the date of the Change in Control; provided, however, that Participants’ Accounts that are in
payment status under Section 6.2 or 6.3 of the Plan shall continue to be paid in annual
installments in accordance with Section 6.2 or 6.3 of the Plan.



Article 8




Amendment and Termination




          8.1 Amendment



          This Plan may be amended in any manner at any time by the Board of Directors of the Company.
No amendment may, however, decrease or eliminate the Account of a Participant as of the date of
the amendment.



          8.2 Termination



          The Plan may be terminated at any time by the Board of Directors of the Company. Upon
termination of the Plan, the Board shall specify the extent to which the Pre-2005 Accounts of
Participants employed by the Company or a Related Employer shall be preserved or terminated. Upon
termination of the Plan, all benefits of previously retired and deceased Participants that are
being paid or are payable at a future date and all Post-2004 Accounts shall continue to be paid in
accordance with the terms of the Plan in effect at the time of termination. However, the Board of
Directors may pay the Accounts of previously retired and deceased Participants and all Post-2004
Accounts to Participants immediately after the Plan is terminated if the payment is permitted by
Internal Revenue Code Section 409 A.



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Article 9




General Provisions




          9.1 No Right to Participate



          Nothing in this Plan shall be deemed or interpreted to provide a Participant or any
non-participating Employee with any contractual right to participate in or receive benefits of
the Plan. The right to participate and the duration of active participation shall be determined
in the sole discretion of the Administrative Committee.



          9.2 No Employment Right



          Participation in this Plan shall not be construed as constituting a commitment, guarantee,
agreement, or understanding of any kind that the Company or a Related Employer or any subdivision
of the Company or a Related Employer will continue to employ any individual, and this Plan shall
not be construed or applied as any type of employment contract or obligation. Nothing herein shall
abridge or diminish the rights of the Company or a Related Employer or any employing subdivision
of the Company or a Related Employer to determine the terms and conditions of employment of any
Participant or other Employee or to terminate the employment of any Participant or other Employee
with or without cause at any time.



          9.3 No Assignment or Transfer



          Neither a Participant nor any Beneficiary or other representative of a Participant shall have
any right to assign, transfer, attach, or hypothecate any amount or credit, potential payment, or
right to future payments or any other benefit provided under this Plan. Payment of any amount
due or to become due under this Plan shall not be subject to the claims of creditors of the
Participant or to execution by attachment or garnishment or any other legal or equitable proceeding
or process.



          9.4 Withholding and Payroll Taxes



          The Company shall deduct from any payment made under this Plan all amounts
required by federal, state, and local tax laws to be withheld and shall subject any payments
made
under the Plan to all applicable payroll taxes and assessments.



          9.5 Incompetent Payee



          If the Administrative Committee determines that a person entitled to a payment hereunder is
incompetent, it may cause benefits to be paid to another person or entity for the use or benefit
of the Participant or the Participant’s Beneficiary at the time or times otherwise payable
hereunder, in total discharge of the Plan’s obligations to the Participant or Beneficiary.



          9.6 Governing Law



          The provisions of the Plan shall be construed and governed under the laws of the State of
Michigan, except to the extent preempted by ERISA or other federal laws.



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          9.7 Construction



          The singular includes the plural, and the plural includes the singular, and terms connoting
gender include both the masculine and feminine, unless the context clearly indicates the
contrary. Capitalized terms, except those at the beginning of a sentence or part of a heading,
have the meaning defined in the Plan.



          9.8 Disputes



          In the event of any dispute under this Plan, the Administrative Committee will afford the
individual affected with a right to a review that complies with the claim review procedures of
ERISA. The Administrative Committee has the full discretionary authority to consider and resolve
any and all questions regarding the Plan and the Administrative Committee’s decision is intended
to be binding on all provided the Administrative Committee members act in good faith and do not
engage in intentional wrongdoing.



Signature




          The Company has signed the amended and restated Steelcase Inc. Restoration Retirement Plan this 3rd day of October, 2008.



	 	 	 	 	 	 	 
	 	 	STEELCASE INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Nancy W. Hickey
	 	 	 	 	 
	 

	 	 	 	Its:
	 	Sr. VP, CAO
	 

	 	 	 	 	 	 






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