STEELCASE INC. RESTORATION RETIREMENT PLAN

EXHIBIT 10.1

STEELCASE INC.
RESTORATION RETIREMENT PLAN

Restated Effective January 1, 2009

TABLE OF CONTENTS

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.

           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

           (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.

           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.