EX-10.3





EXHIBIT 10.3 


STEELCASE INC.

DEFERRED COMPENSATION 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 Eligibility 
	 	 	6	 
	 
	 	 	 	 
	Article 4 Deferral of Base Salary or Bonus
	 	 	7	 
	 
	 	 	 	 
	4.1 Deferral Elections 
	 	 	7	 
	4.2 Changes and Revocations in Elections 
	 	 	7	 
	 
	 	 	 	 
	Article 5 Deferral Account 
	 	 	7	 
	 
	 	 	 	 
	5.1 Deferral Accounts 
	 	 	7	 
	5.2 Debits/Credits to Deferral Accounts 
	 	 	8	 
	5.3 Investment Media 
	 	 	8	 
	 
	 	 	 	 
	Article 6 Payments 
	 	 	9	 
	 
	 	 	 	 
	6.1 Timing 
	 	 	9	 
	6.2 Form for Payment 
	 	 	9	 
	6.3 Payment Medium 
	 	 	9	 
	 
	 	 	 	 
	Article 7 Miscellaneous 
	 	 	10	 
	 
	 	 	 	 
	7.1 No Trust 
	 	 	10	 
	7.2 Funding Arrangements
	 	 	10	 
	7.3 Nonforfeitability 
	 	 	11	 
	7.4 Spendthrift Provision 
	 	 	11	 
	7.5 Successors, Etc 
	 	 	11	 
	7.6 Severability 
	 	 	11	 
	7.7 Governing Law 
	 	 	11	 
	7.8 No Employment Rights
	 	 	11	 
	7.9 Number Construction 
	 	 	12	 
	7.10 Amendment and Termination of Plan 
	 	 	12	 
	7.11 Extension of Coverage 
	 	 	12	 
	7.12 Interpretation and Implementation 
	 	 	12	 
	7.13 Administrative Committee 
	 	 	12	 
	7.14 Claims and Appeals 
	 	 	13	 
	7.15 Other Benefits
	 	 	13	 






-i-









 






	 	 	 	 	 
	 	 	Page	 
	Signature 
	 	 	13	 







-ii-









 









STEELCASE INC.

DEFERRED COMPENSATION PLAN









Article 1




Establishment and Purpose





	 	1.1	 	History of the Plan





          Steelcase Inc. (the “Company”) established the

Steelcase Inc. Deferred Compensation Plan (the
“Plan”) effective as of September 1, 1999. 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 provide the
executives who participate in the Plan with the opportunity to defer a portion of their
Compensation.





	 	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 Code, the
Plan is intended to comply with Section 409A. The Plan is intended to be interpreted consistent
with the requirements of Section 409A of the Code.




Article 2




Definitions




          The

following words and phrases, wherever capitalized, shall have the following meanings,
unless the context requires otherwise:




 









 









	 	2.1	 	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.





	 	2.2	 	Base Salary







          “Base Salary” means a Participant’s regular

salary (unreduced by any deferrals made on a
pre-tax basis to any plan under Code Sections 401(k) or 125), exclusive of any Bonus, deferred
compensation payments, fringe benefits, and other special items, such as stock options.





	 	2.3	 	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 on 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.





	 	2.4	 	Bonus







          “Bonus” means, with respect to any Plan Year, the

annual bonus paid to the Participant for
the Company’s related fiscal year under the Steelcase Inc.’s Management Incentive Plan, excluding
the long-term incentive portion of such bonus, and any additional amount which is designated by
the Administrative Committee as a bonus available for deferral for that Plan Year for purposes of
this Plan.





	 	2.5	 	Code







          “Code” means the Internal Revenue Code of 1986, as

amended.




          
-2-











 









	 	2.6	 	Company







          “Company” means Steelcase Inc.





	 	2.7	 	Competition







          “Competition” means directly or indirectly

engaging in competition with the Company or any
subdivision, subsidiary or affiliate of the Company at any time during employment with the Company
or during the three (3) year period following termination of employment with the Company, without
prior approval of the Administrative Committee. A Plan Participant engages in competition if that
person participates directly or indirectly in the manufacture, design or distribution of any
products of the same type as those of the Company, 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 and its 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 construed in a
manner so as to permit its enforceability to the fullest extent permitted by law.





	 	2.8	 	Deferral Account







          “Deferral Account” means the bookkeeping account

established by the Administrative Committee
with respect to the Participant pursuant to Article 5 for the purpose of recording the amount of
the Participant’s Base Salary and Bonus being deferred pursuant to this Plan and the amount of any
earnings, profits, gains or losses credited/debited thereto pursuant to Article 5.





	 	2.9	 	Deferral Date







          “Deferral Date” means the date on which the

deferred portion of the Base Salary and/or Bonus
would have been paid to the Participant had the Participant not made an election to defer under
Section 4.1.





	 	2.10	 	Deferral Period







          “Deferral Period” means the interval between the

Deferral Date and the first Payment Date.





	 	2.11	 	Deferral Year







          “Deferral Year” means a Plan Year during which

Base Salary or Bonus is earned by a
Participant and is deferred pursuant to Article 4.





	 	2.12	 	Determination Period







          “Determination Period” means the Calendar Year

preceding the Calendar Year during which an
Employee has a Separation from Service.




          
-3-











 









	 	2.13	 	Disabled or Disability







          “Disabled” or “Disability” means the

Participant meets one of the following
requirements:





          (a) The Participant is unable to engage in any substantial

gainful activity by reason
of any medically determinable mental or physical impairment which can be expected to
result in death or can be expected to last for a continuous period of at least 12 months;
or




          (b) The Participant is, by reason of any medically

determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under a Company-sponsored disability plan.



          The

existence of a Disability shall be established by the certification of a physician or
physicians selected by the Plan Administrator, unless the Plan Administrator determines that an
examination is unnecessary. Alternatively, a Participant shall be considered to have a Disability
if the Participant is determined to be disabled by the Social Security Administration.





	 	2.14	 	Election Period







          “Election Period” means the once-per-year period

designated by the Administrative Committee
before each Deferral Year during which elections under Article 4 and Article 6 must be made with
respect to that Deferral Year. The Election Period shall end no later than December 31 of the
calendar year preceding the first day of the Deferral Year.





	 	2.15	 	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.





	 	2.16	 	ERISA







          “ERISA” means the Employee Retirement Income

Security Act of 1974, as amended.





	 	2.17	 	Gross Misconduct







          “Gross Misconduct” means any conduct determined to

be “gross misconduct” by the
Administrative Committee.






-4-









 









	 	2.18	 	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 Employers is more than $145,000 (as adjusted under Section
416(i)(l) of the 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.



          The

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





	 	2.19	 	Participant







          “Participant” means an Employee who:





          (a) Participates in the Steelcase Inc. Management Incentive

Plan and has a minimum
Base Salary in an amount determined by the Administrative Committee; or






          (b) Is designated by the Administrative Committee as eligible

to participate in the
Plan for a particular period; and






          (c) Consents in writing to the Company’s purchase and

ownership of insurance on his or
her life.


A list of the Participants for each Deferral Year shall be

maintained by the Administrative
Committee and is hereby incorporated by reference.





	 	2.20	 	Payment Date







          “Payment Date” means the date payments of a

Deferral Account commence pursuant to Section 6.1
and each annual anniversary of that date.





	 	2.21	 	Plan







          “Plan” means the Steelcase Inc. Deferred Compensation

Plan.




          
-5-










 









	 	2.22	 	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.





	 	2.23	 	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 Code; or






          (b) Any other trade or business under common control of or

with the Company, as
defined in Section 414(c) of the Code.




	 	2.24	 	Separation from Service







          “Separation from Service” means a “separation

from service” under Section 409A of the 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).





	 	2.25	 	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




Eligibility




          Prior

to the Election Period before each Deferral Year, the Administrative Committee shall
identify the Participants who shall be eligible to make an election to defer their Base Salary
and/or Bonus for the following Deferral Year.







-6-









 








Article 4




Deferral of Base Salary or Bonus





	 	4.1	 	Deferral Elections





          During

the Election Period for the first Deferral Year in which a Participant is eligible to
participate in the Plan, the Participant may elect a specified dollar amount of his or her Base
Salary and/or a specified percentage (in whole percentages only) of his or her Bonus to be earned
in the following Deferral Year which shall not be paid in cash, but shall instead be deferred and
distributed to the Participant (or in the event of the Participant’s death, to his or her
Beneficiary) in accordance with the provisions of Article 6. The minimum annual deferral amount is
$2,500. The maximum annual deferral amount is 25% of the Participant’s Base Salary and 50% of the
Participant’s Bonus. The Administrative Committee may further limit or increase, at any time prior
to the expiration of an Election Period, the maximum amount of Base Salary or Bonus that can be
deferred by any Participant annually in the following Deferral Years. Any election to defer shall
not be effective unless the Participant also completes any forms as may be required by the
Administrative Committee, including, but not limited to, the selection of investment media in which
his or her Deferral Account shall be deemed invested pursuant to Section 5.3 and any life insurance
forms.




          Any

deferral election made by a Participant for a Deferral Year shall continue in effect for
all subsequent Deferral Years unless the Participant completes a new election form and delivers it
to the Administrative Committee during a subsequent Election Period.





	 	4.2	 	Changes and Revocations in Elections







          Elections may not be changed on or after the last day of the

Election Period for the Deferral
Year for which they are in effect. Notwithstanding the preceding sentence, if a Participant
receives a hardship withdrawal under the Steelcase Inc. Retirement Plan, the Participant’s
deferral election under the Plan shall be cancelled and no additional amount of the Participant’s
Base Salary or Bonus shall be deferred until the later of the six-month anniversary of the date
the hardship distribution was made and the first day of the Plan Year beginning after the hardship
distribution was made.




Article 5




Deferral Account





	 	5.1	 	Deferral Accounts





          The

Administrative Committee shall establish a Deferral Account for each Participant. The
portion of each Participant’s Base Salary and Bonus deferred pursuant to Article 4 shall be
credited to his or her Deferral Account as of the applicable Deferral Date. The Administrative
Committee may establish subaccounts within each Deferral Account for each Deferral Year, as may be
necessary to properly record each Participant’s deferral. The Administrative Committee shall
maintain records for each Deferral Account and any




-7-









 






subaccounts until the balance of the Deferral Account has been paid in full pursuant to Article 6.
The Administrative Committee may engage the services of any third parties it deems appropriate to
provide assistance with record keeping.





	 	5.2	 	Debits/Credits to Deferral Accounts





          As of
the dates as may be designated by the Administrative Committee subsequent to the
establishment of the Participant’s Deferral Account, until the first day of the Plan Year
following the Participant’s Separation from Service, death, or Disability, the Administrative
Committee shall credit/debit the Deferral Account with earnings, profits, gains or losses that
would have been credited/debited if assets equal to the balance of the Deferral Account had been
invested in certain designated mutual funds or other investment media. Thereafter, the
Administrative Committee shall credit the Deferral Account with a rate of interest to be
determined by the Administrative Committee until the entire Deferral Account is distributed. In
the event the Participant is terminated from employment on account of Gross Misconduct or
subsequent to his or her termination of employment engages in Competition with the Company, the
Participant’s Deferral Account to be paid pursuant to Article 6 shall be reduced by any credits
previously made to the Deferral Account under this Section 5.2 (but shall reflect debits if the
Participant’s Deferral Account is less than the total amount of the Participant’s Elective
Deferrals).





	 	5.3	 	Investment Media





          The
Administrative Committee, in its sole discretion, may periodically designate certain
mutual funds or other investment media (having varying risk/return characteristics) from which the
Participant may request that his or her Deferral Account should, for purposes of Section 5.2, be
deemed invested. The Participant may request that he or she be permitted to alter his or her
selection among any such funds, either for the Participant’s existing Deferral Account balance
and/or future deferrals, in one percent increments (or in such other increments as the
Administrative Committee may specify), once in each Plan Year quarter (or at other intervals
selected by the Administrative Committee), to be effective as of the first day of the next Plan
Year quarter (or at other times specified by the Administrative Committee). Subaccounts within each
Deferral Account shall be deemed invested pro rata within the funds selected by the Participant.
The Administrative Committee may elect either to invest deferred amounts as elected by the
Participant, invest the deferred amounts in any other manner or not invest the deferred amounts.
The actual investment of any Deferral Account shall not affect the obligation of the Company to
provide a benefit as if the Deferral Account were actually invested as suggested by the
Participant. The Administrative Committee shall establish such procedures and forms as are
appropriate to implement the fund selection process of this Section 5.3.







-8-









 








Article 6




Payments





	 	6.1	 	Timing





          The

Participant’s Deferral Account shall be paid or begin to be paid to the Participant, or
to his or her Beneficiary in the event of his or her death, as soon as administratively feasible,
but no later than 60 days, following the end of the Plan Year in which the Participant has a
Separation from Service, becomes Disabled, or dies. In no event, however, will any payment be made
to a Key Employee earlier than the six-month anniversary of the date of the Participant’s
Separation from Service, unless the Participant dies prior to the end of the six-month period. The
delay of a payment as a result of the Key Employee rule will not delay the payment of any future
payment to which the Participant is entitled.





	 	6.2	 	Form for Payment





          The

Participant shall elect in writing, as part of his or her initial deferral election under
Section 4.1, the period over which the balance of his or her Deferral Account shall be paid by the
Company to the Participant (or in the event of his or her death, to his or her Beneficiary) from
among the following:





	 	(a)	 	One lump sum,
	 
	 	(b)	 	Annual payments over a period of five years, or
	 
	 	(c)	 	Annual payments over a period of ten years;




provided, however, that the Administrative Committee shall

distribute the entire nonforfeitable
balance of the Deferral Account, as described in Section 7.3, in a single lump sum payment to the
Participant or his or her Beneficiary if the balance of the Deferral Account is less than $10,000
at the time of the initial payment. The Participant is permitted to change his or her election one
time, but a change of election shall not be effective unless the Participant remains employed with
the Company or a Related Employer for at least 12 months after the change of election is filed with
the Administrative Committee.




          In the

event a Participant changes his or her payment election, the Participant’s Deferral
Account will be paid or begin to be paid as soon as administratively feasible following the end of
the fifth Plan Year following the Plan Year which includes the Participant’s Separation from
Service.





	 	6.3	 	Payment Medium





          The

payments made by the Company with respect to the Participant’s Deferral Account pursuant
to Sections 6.1 and 6.2 above shall be made in cash (reduced by applicable tax withholdings) and
annual payments made in accordance with Section 6.2(b) or (c) shall be in an amount equal to a
percentage of his or her relevant subaccount balance on the relevant Payment




-9-









 




Date, determined by dividing the subaccount balance at the

applicable Payment Date by the total
remaining years of the payout term.




     Example: Assume the Participant

elected a five-year payout. An amount equal to the
subaccount balance would be paid out as indicated below.



	 	 	 	 	 
	 	 	Percentage of
	Payment Date	 	Sub-Account Balance Paid
	First Payment Date
	 	 	20	%
	Second Payment Date
	 	 	25	%
	Third Payment Date
	 	 	33 1/3	%
	Fourth Payment Date
	 	 	50	%
	Fifth Payment Date
	 	 	100	%






Article 7




Miscellaneous





	 	7.1	 	No Trust







          Nothing contained in this Plan and no action taken pursuant

to the provisions hereof shall
create or deem to create a trust of any kind, or a fiduciary relationship between the Company and
the Participant, his or her Beneficiary or any other person. To the extent that any person
acquires the right to receive benefits from the Company under this Plan, such right shall be no
greater than the right of any other unsecured general creditor of the Company, and such person
shall have no claim on, or any beneficial interest in, any assets of the Company. The Company may
establish bookkeeping reserves or any funding media, including grantor trusts, to cover its
obligation to make the payments contemplated under Article 6, but amounts designated in such
bookkeeping reserves or contained in such funding media as are established shall remain solely
those of the Company and shall be subject to the claims of the creditors of the Company until
actually paid to the Participant or his or her Beneficiary. The provisions of this Plan do not
operate as a guarantee that sufficient assets will exist for the Company to pay any Plan benefits.





	 	7.2	 	Funding Arrangements





          It is

the Company’s intention that the amounts deferred under this Plan shall be unfunded for
tax purposes and for purposes of Title I of ERISA. All such amounts shall continue for all
purposes to be part of the general funds of the Company and the Plan shall constitute a mere
promise by the Company to make benefit payments in the future. The Company may, but is not
required to, deposit in an insurance contract(s) or a trust, amounts sufficient to pay benefits
under the Plan. Any trust created by the Company and any assets held by the trust to assist the
Company in meeting its obligations under the Plan will conform to the terms of the model trust as
described in Revenue Procedure 92-64. Any amounts deposited in an insurance contract or trust will
be subject to the Company’s general creditors in the event of the Company’s insolvency or under
such other circumstances as may be specified by the insurance contract or trust agreement.







-10-









 









	 	7.3	 	Nonforfeitability





          The

Participant’s rights to any payments under this Plan, shall at all times be
nonforfeitable, except that in the event the Participant’s employment is terminated for Gross
Misconduct, or the Participant engages in Competition with the Company subsequent to his or her
termination of employment, the Participant shall forfeit any earnings credited to his or her
Deferral Account and the Participant shall be entitled only to the lesser of the amount of Bonus
and Base Salary he or she has deferred under the Plan and the balance of his Deferral Account on
the Payment Date.





	 	7.4	 	Spendthrift Provision







          Benefits, payments, proceeds, claims, rights or interest of
the Participant or his or her
Beneficiary to or under this Plan shall not be subject in any manner to any claims, attachments or
encumbrances due to the death, contracts, liabilities, engagements or torts of the Participant or
his or her Beneficiary, directly or indirectly, or be subject to any claim of any creditor of the
Participant or his or her Beneficiary, through legal process or otherwise; nor shall the
Participant or his or her Beneficiary be able or permitted in any manner to transfer, encumber,
pledge, anticipate, alienate, sell, or assign any such benefits, payments, proceeds, claims,
rights or interest, contingent or otherwise.





	 	7.5	 	Successors, Etc





          This

Plan shall be binding upon and benefit the Company and its successors, and the
Participant and his or her Beneficiary, their heirs and personal representatives, all in
accordance and subject to the terms of this Plan.





	 	7.6	 	Severability





          Each

provision of this Plan shall be independent of and separable from every other provision
of this Plan and should any provision of this Plan be deemed or be declared to be contrary to or
unenforceable under any law, whether constitutional, statutory or otherwise, all of the remaining
provisions of this Plan shall remain in full force and effect.





	 	7.7	 	Governing Law





          This

Plan shall be governed in all respects, whether as to validity, construction, capacity,
performance or otherwise, under the laws of the State of Michigan, except to the extent superseded
by federal law.





	 	7.8	 	No Employment Rights





          The

Participant’s relationship with the Company is that of an employee at will and the
Company may terminate his or her employment with the Company at any time, with or without cause,
except as may otherwise be set forth in a separate written agreement with the Participant. Nothing
contained in this Plan shall be construed as conferring upon the Participant the right to continue
in the employ of the Company as an executive or in any other capacity. For








-11-









 




purposes of this Section 7.8, the term “Company”

includes any subsidiary or affiliate of the
Company that employs the Participant.





	 	7.9	 	Number Construction





          In all

cases where they would so apply, words used in the singular shall be construed to
include the plural.





	 	7.10	 	Amendment and Termination of Plan





          The

Company may amend or terminate this Plan at any time with respect to
amounts not yet
credited to the Participant’s Deferral Account; provided however, no such termination shall affect
the Participant’s interest in amounts previously deferred. In the event the Plan is terminated, the
Company may, in its sole discretion, immediately distribute the balance of the Participants’
Deferral Accounts regardless of the Deferral Periods elected pursuant to Section 6.1, provided the
payment is permitted under Code Section 409A and is made in compliance with the final regulations
under Code Section 409A.





	 	7.11	 	Extension of Coverage





          The

Compensation Committee of the Board of Directors may, in its discretion, authorize
extension of Plan coverage to eligible Employees of entities related to the Company.





	 	7.12	 	Interpretation and Implementation





          The

Administrative Committee shall have exclusive and final authority and sole and absolute
discretion with respect to:







          (a) The interpretation and implementation of the terms

and provisions of this Plan;






          (b) Exercising any of its powers or duties under this

Plan; and






          (c) The adoption or amendment of such procedures or

practices as it deems necessary,
helpful or appropriate, for purposes of administering this Plan.




	 	7.13	 	Administrative Committee





          The

Administrative Committee may delegate any of its powers, authorities or responsibilities
under the Plan to any other person or committee so designated by it in writing. The
Administrative Committee may employ the agents or advisors it deems appropriate to fulfill its
duties under the Plan. No member of the Administrative Committee shall be personally liable to
any person for any action taken or omitted in connection with performing its duties under the
Plan, unless due to that member’s own willful misconduct, gross negligence, or lack of good
faith. Members of the Administrative Committee shall not participate in any action with respect
to benefits they may receive as Participants in the Plan.




          
-12-










 









	 	7.14	 	Claims and Appeals





          In the

event a Participant or Beneficiary believes he or she is entitled to a payment from the Company which has not been made, he

or she may submit a claim for benefits to the Administrative Committee. Any denial of the claim shall be made by the

Administrative Committee in writing and shall specify the Plan provisions upon which the denial is based and any additional

information or documentation which the Participant would need to submit to perfect his or her claim. The Participant may appeal in writing to the

Administrative Committee any denial of his or her claim within 90 days following the denial, and shall include any

additional information or documentation helpful to support his or her claim. The Administrative Committee’s decision

shall be made in writing within 90 days of receipt of the appeal and shall be final and binding on the Participant and

the Company.





	 	7.15	 	Other Benefits





          Any

other benefits which are based on the Participant’s compensation level (e.g.. disability, life, or pension benefits)

shall be construed to be based on the Participant’s compensation before reduction under this Plan, except to the extent

such construction would conflict with the terms of that benefit plan. If a conflict exists, the Company shall use its best

efforts to revise the other plan to the extent permitted by law.




Signature




          The Company has signed the amended

and restated Steelcase Inc. Deferred
Compensation Plan this 3rd day of October,    2008.



	 	 	 	 	 
	 	STEELCASE INC.

 	 
	 	By:  	/s/ Nancy W. Hickey
 	 
	 	 	Its: Sr. VP, CAO 	 
	 	 	 	 
	 




-13-