EXECUTIVE SEVERANCE PLAN

Exhibit 10.1

STEELCASE INC.
EXECUTIVE SEVERANCE PLAN

          The Company hereby adopts, as of the Effective Date, the Steelcase Inc. Executive Severance Plan for the benefit of certain employees of the Company and its Affiliates, on the terms and conditions stated herein. All capitalized terms used herein are defined in Section 1 hereof. The Plan, as set forth herein, is intended to help retain qualified employees, maintain a stable work environment and provide economic security to certain employees of the Company and its Affiliates in the event of certain terminations of employment, including terminations following a Change in Control. The Plan is intended to constitute a plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of ERISA.

SECTION 1. DEFINITIONS . As used herein:

          SECTION 1.1 “ Act ” shall mean the Securities Exchange Act of 1934, as amended.

          SECTION 1.2 “ Affiliate ” shall have the meaning set forth in Rule 12b-2 of the General Rules and Regulations of the Act.

          SECTION 1.3 “ Auditor ” means the Company’s independent registered public accounting firm immediately prior to the Change in Control.

          SECTION 1.4 “ Base Salary ” means the annual base salary or wages (excluding bonuses, commissions, premium pay, and similar compensation) immediately prior to the Severance Date (without regard to any reduction therein which constitutes Good Reason, if applicable).

          SECTION 1.5 “ Beneficial Owner ” or “ Beneficial Ownership ” shall have the meaning set forth in Rule 13d-3 of the General Rules and Regulations of the Act.

          SECTION 1.6 “ Board ” means the Board of Directors of the Company, or any successor thereto.

          SECTION 1.7 “ Cause ” means (i) the willful and continued failure of the Eligible Employee to perform substantially the Eligible Employee’s duties with the Company or the Affiliate then employing the Eligible Employee (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Eligible Employee by the Company or the Affiliate that specifically identifies the alleged manner in which the Eligible Employee has not substantially performed the Eligible Employee’s duties, or (ii) the willful engaging by the Eligible Employee in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act, on the part of the Eligible Employee, shall be considered “willful”

unless it is done, or omitted to be done, by the Eligible Employee in bad faith or without reasonable belief that the Eligible Employee’s action or omission was in the best interests of the Company or the Affiliate then employing the Eligible Employee.

          SECTION 1.8 “ 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:

However, in no event shall a Change in Control be deemed to have occurred, with respect to an Eligible Employee, if the Eligible Employee is part of a purchasing group which consummates the Change in Control transaction. An Eligible Employee shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Eligible Employee 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.

          SECTION 1.9 “ CIC LT Bonus ” shall be the amount equal to the Eligible Employee’s bonus at target under the long-term component of the MIP (or any successor plan thereto) with respect to the Company’s performance during the fiscal year in which the Severance Date occurs, pro-rated for the period of the Eligible Employee’s employment with the Company or an Affiliate during the fiscal year in which the Severance Date occurs; provided , that the CIC LT Bonus will be reduced by an amount relating to the bonus that has already been paid for the fiscal year in which the Severance Date occurs under the long-term component of the MIP, or any successor plan thereto.

          SECTION 1.10 “ CIC Pro Rata Bonus ” shall be the amount equal to the Eligible Employee’s Target Bonus, pro-rated for the period of the Eligible Employee’s employment with the Company or an Affiliate during the fiscal year in which the Severance Date occurs; provided , that the CIC Pro Rata Bonus will be reduced by an amount relating to the bonus that has already been paid for the fiscal year in which the Severance Date occurs under the annual component of the MIP, or any successor plan thereto.

          SECTION 1.11 “ CIC SERP Benefit ” means the present value of a Severed Employee’s benefit determined under the terms of the SERP, as if the Severed Employee had met the conditions for Normal Retirement (as such term is defined in the SERP) or Early Retirement (as such term is defined in the SERP), with the following modifications:

(a) the Severed Employee’s “Vested Percentage” (as such term is used in Section 5 of the SERP) shall be 100%;

(b) such benefit, as modified by clause (a) above, multiplied by the following fraction:

(1) the numerator of which is the Severed Employee’s sum of age and years of service (as determined for purposes of the Steelcase Inc. Retirement Plan and hereinafter referred to as “Points”) at the Severance Date after adjustment under clause (c) below; and

(2) the denominator of which is the lesser of (A) 80 or (B) the number of Points the Severed Employee would have accumulated by continuing in the employment of the Company to age 65.

Notwithstanding subclauses (1) and (2) above, the fraction will be set to 1 for any Severed Employee who has either attained age 65 or accumulated 80 Points as of the Severance Date (inclusive of the adjustment in clause (c) below);

(c) the calculation of the Severed Employees’ Points shall be adjusted by adding six (6) Points to the total Points as of the Severance Date of a Level 1 Employee and by adding four (4) Points as of the Severance Date of a Level 2 Employee;

and assuming no pre-retirement mortality and using an interest rate equal to the pre-Change in Control financial accounting discount rate (Financial Accounting Standard No 87, and its successors) for the SERP effective for the fiscal year in which the Change in Control occurs and such discount rate shall be based on the cash-flow matching model utilizing the Citigroup Above Median Pension Curve.

          SECTION 1.12 “ CIC Severance ” means the termination of an Eligible Employee’s employment with the Company or an Affiliate on or within two years

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following the date of a Change in Control (i) by the Company or an Affiliate other than for Cause or (ii) by the Eligible Employee for Good Reason. Notwithstanding the foregoing, an Eligible Employee will not be considered to have incurred a CIC Severance if his employment is discontinued by reason of the Eligible Employee’s death or a physical or mental condition causing such Eligible Employee’s inability to substantially perform his duties with the Company or the Affiliate then employing the Eligible Employee, if such condition entitles him to benefits under any long-term disability income policy or program of the Company or an Affiliate.

          SECTION 1.13 “ CIC Severance Multiplier ” means (i) with respect to each Level 1 Employee, 3 and (ii) with respect to each Level 2 Employee, 2.

          SECTION 1.14 “ CIC Severance Pay ” means the payment determined pursuant to Section 2.2 hereof.

          SECTION 1.15 “ Code ” means the Internal Revenue Code of 1986, as it may be amended from time to time.

          SECTION 1.16 “ Company ” means Steelcase Inc. and (except for determining whether a Change in Control has occurred) any successors thereto.

          SECTION 1.17 “ Compensation Committee ” means the compensation committee of the Board, or any successor thereto.

          SECTION 1.18 “ Director ” means any individual who is a member of the Board.

          SECTION 1.19 “ Effective Date ” means March 1, 2007.

          SECTION 1.20 “ Eligible Employee ” means any Level 1 Employee or Level 2 Employee, as designated by the Plan Administrator from time to time.

          SECTION 1.21 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

          SECTION 1.22 “ Excise Tax ” means any excise tax imposed under section 4999 of the Code.

          SECTION 1.23 “ Good Reason ” means the occurrence, on or after the date of a Change in Control and without the affected Eligible Employee’s written consent, of (i) a material reduction in the Eligible Employee’s Base Salary and annual bonus opportunity, (ii) a material adverse alteration in the nature or status of the Eligible Employee’s responsibilities, duties or title from those in effect immediately prior to the Change in Control, including without limitation, if the Eligible Employee was, immediately prior to the Change in Control, an executive officer of a public company, the Eligible Employee ceasing to be an executive officer of a public company, (iii) a relocation of the Eligible Employee’s principal place of employment to a location more than fifty (50) miles from the Eligible Employee’s principal place of employment

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immediately prior to the Change in Control or (iv) the failure of a successor to assume and agree to perform the obligations under this Plan.

          SECTION 1.24 “ Gross-Up Payment ” shall have the meaning set forth in Section 3.1.

          SECTION 1.25 “ Initial Holder ” shall have the meaning set forth in the Second Restated Articles of Incorporation of the Company.

          SECTION 1.26 “ Key Employee ” means any Eligible Employee described in section 409A(a)(2)(B)(i) of the Code.

          SECTION 1.27 “ Level 1 Employee ” shall mean the Chief Executive Officer of the Company and each individual designated by the Plan Administrator from time to time as a Level 1 Employee. The Plan Administrator has designated the individuals set forth in Attachment 1 hereto as Level 1 Employees.

          SECTION 1.28 “ Level 2 Employee ” shall mean each individual designated by the Plan Administrator from time to time as a Level 2 Employee. The Plan Administrator has designated the individuals set forth in Attachment 2 hereto as Level 2 Employees.

          SECTION 1.29 “ LT Balance ” shall mean the payout of the balance, if any, in the Severed Employee’s long-term incentive compensation account under the MIP (or any successor plan thereto) as of the Severance Date, after appropriate crediting or debiting for such period has occurred.

          SECTION 1.30 “ MIP ” shall mean the Steelcase Inc. Management Incentive Plan.

          SECTION 1.31 “ 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.

          SECTION 1.32 “ Permitted Trust ” shall have the meaning set forth in the Second Restated Articles of Incorporation of the Company.

          SECTION 1.33 “ Permitted Trustee ” shall have the meaning set forth in the Second Restated Articles of Incorporation of the Company.

          SECTION 1.34 “ Person ” shall have the meaning ascribed to such term in Section 3(a)(9) of the 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 (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) 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.

          SECTION 1.35 “ Plan ” means the Steelcase Inc. Executive Severance Plan, as set forth herein, as it may be amended from time to time.

          SECTION 1.36 “ Plan Administrator ” means the Compensation Committee, or any successor thereto.

          SECTION 1.37 “ Pro Rata Bonus ” shall be the amount equal to the Eligible Employee’s Target Bonus, pro-rated for the period of the Eligible Employee’s employment with the Company or an Affiliate during the fiscal year in which the Severance Date occurs.

          SECTION 1.38 “ Restricted Period ” means twenty-four (24) months immediately following the Severance Date.

          SECTION 1.39 “ SERP ” means the Steelcase Inc. Executive Supplemental Retirement Plan, or any successor thereto.

          SECTION 1.40 “ Severance ” means the termination of an Eligible Employee’s employment prior to a Change in Control by the Company or an Affiliate other than for Cause. Notwithstanding the foregoing, an Eligible Employee will not be considered to have incurred a Severance if his employment is discontinued by reason of the Eligible Employee’s death or a physical or mental condition causing such Eligible Employee’s inability to substantially perform his duties with the Company or the Affiliate then employing the Eligible Employee, if such condition entitles him to benefits under any long-term disability income policy or program of the Company or an Affiliate.

          SECTION 1.41 “ Severance Date ” means the date on which an Eligible Employee incurs a Severance or CIC Severance.

          SECTION 1.42 “ Severance Multiplier ” means (i) with respect to each Level 1 Employee, 2 and (ii) with respect to each Level 2 Employee, 1.

          SECTION 1.43 “ Severance Pay ” means the payment determined pursuant to Section 2.1 hereof.

          SECTION 1.44 “ Severed Employee ” is an Eligible Employee (including any Key Employee) who incurs a Severance or CIC Severance.

          SECTION 1.45 “ Target Bonus ” means an Eligible Employee’s target annual bonus (excluding any bonuses relating to the long-term component under the MIP or any successor plan thereto) for the year in which the Severance or CIC Severance occurs.

          SECTION 1.46 “ Tax Counsel ” means tax counsel reasonably acceptable to the Eligible Employee and selected by the Auditor (which Tax Counsel may be the Company’s internal legal department).

          SECTION 1.47 “ Total Payments ” means any payment or benefit (other than the Gross-Up Payment) received in connection with a Change in Control or the termination of an Eligible Employee’s employment, whether pursuant to the terms of the Plan or any other plan, arrangement or agreement.

SECTION 2. SEVERANCE PAYMENTS AND BENEFITS .

          SECTION 2.1 (a) Upon a Severance, each Severed Employee shall be entitled, subject to Section 2.6 hereof, to receive a total amount equal to (i) Severance Pay in an amount equal to the applicable Severance Multiplier times the sum of the Base Salary and Target Bonus (the “Severance Pay”); (ii) the Pro Rata Bonus; and (iii) the LT Balance. Subject to any required delay in payment in accordance with Section 409A of the Code pursuant to Section 7.6 hereof, the Severance Pay, Pro Rata Bonus and the LT Balance shall be paid to an eligible Severed Employee in the following manner: (x) the Pro Rata Bonus, the LT Balance and 67% of the total amount of Severance Pay shall be paid as soon as practicable following the Severance Date, but in no event later than ten (10) business days immediately following the expiration of the revocation period, if any, applicable to such Severed Employee’s written release and (y) the remaining 33% of the Severance Pay shall be paid at the expiration of the Restricted Period.

          (b) If the Company’s financial results are materially restated, the Compensation Committee may review the circumstances surrounding the restatement and determine whether and which Eligible Employees of the Plan will