STEELCASE INC. DEFERRED COMPENSATION PLAN

EXHIBIT 10.3

STEELCASE INC.
DEFERRED COMPENSATION PLAN

Restated Effective January 1, 2009

TABLE OF CONTENTS

STEELCASE INC.
DEFERRED COMPENSATION PLAN

Article 1

Establishment and Purpose

          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.

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

          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.

          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.

          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:

          “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.

          “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.

          “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.

          “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.

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

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          “Company” means Steelcase Inc.

          “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.

          “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.

          “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.

          “Deferral Period” means the interval between the Deferral Date and the first Payment Date.

          “Deferral Year” means a Plan Year during which Base Salary or Bonus is earned by a Participant and is deferred pursuant to Article 4.

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

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          “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.

          “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.

          “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.

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

          “Gross Misconduct” means any conduct determined to be “gross misconduct” by the Administrative Committee.

          “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.

          “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.

          “Payment Date” means the date payments of a Deferral Account commence pursuant to Section 6.1 and each annual anniversary of that date.

          “Plan” means the Steelcase Inc. Deferred Compensation Plan.

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          “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.

          “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.

          “Separation from Service” means a “separation f