STEELCASE INC
STEELCASE INC. MANAGEMENT INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>4
<FILENAME>dex1028.txt
<DESCRIPTION>STEELCASE INC. MANAGEMENT INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.28


                                STEELCASE INC.

                           Management Incentive Plan

                             Amended and Restated

                              As of March 1, 2002

<PAGE>

                   STEELCASE INC. MANAGEMENT INCENTIVE PLAN

                               Table of Contents

<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
        <S>                                                        <C>
        Preamble..................................................   1
        Section 1   Establishment of Plan.........................   1
        Section 2   Definitions...................................   1
        Section 3   Administration of Plan........................   3
        Section 4   Eligibility...................................   3
        Section 5   Measurement of Company Performance............   4
        Section 6   Incentive Compensation Targets................   5
        Section 7   Determination and Payment of Incentive Amounts   5
        Section 8   Committee Discretion..........................   9
        Section 9   Amendment and Termination.....................   9
        Section 10  General Provisions............................  10
        Section 11  Execution.....................................  11
</TABLE>


                                       i

<PAGE>

                             AMENDED AND RESTATED

                   STEELCASE INC. MANAGEMENT INCENTIVE PLAN

Preamble

   This STEELCASE INC. MANAGEMENT INCENTIVE PLAN ("Plan") is a program for
measuring financial performance in terms of Economic Value Added ("EVA"), and
providing eligible Employees with incentive compensation based upon EVA
results. The objective of the Plan is to encourage initiative, resourcefulness,
teamwork, motivation, and efficiency on the part of all Employees that will
result in financial success for both the shareholders and the Employees of the
Company. The Plan provides annual and long-term incentive compensation for
eligible Employees who are in a position to make substantial contributions
toward achievement of the financial performance goals established pursuant to
the Plan.

Section 1  Establishment of Plan

   1.1  Plan Document. This instrument, as amended from time to time,
constitutes the governing document of the Plan.

   1.2  Effective Dates. The initial effective date of the Plan was June 27,
1994. The Plan as hereby amended and restated is effective as of March 1, 2002,
with respect to any incentive award established on or after such date;
provided, however, that the continuation of this Plan after the annual meeting
for the stockholders of the Company held in 2002 (the "2002 Meeting"), as well
as payment of any annual incentive compensation with respect to Plan Year 2003,
shall be subject to the approval by stockholders of the Plan at such 2002
Meeting.

   1.3  Incentive Compensation Plan. The Plan is an annual and long-term
compensation program for eligible Employees. Because the Plan does not provide
welfare benefits and does not provide for the deferral of compensation to
termination of employment, it is established with the intent and understanding
that it is not an employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, as amended.

Section 2  Definitions

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

   2.1  Beneficiary. "Beneficiary" means the individual, trust, or other entity
designated by the Participant to receive any incentive compensation 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 Committee in a form approved by the Committee. A
Participant's Will is not effective for this purpose.

   If a designation has not been completed properly and filed with the
Committee or is ineffective for any other reason, the Beneficiary shall be the
Participant's Surviving Spouse. If there is no effective designation and the
Participant does not have a Surviving Spouse, the remaining benefits, if any,
shall be paid to the Participant's estate.

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<PAGE>

   2.2  Board of Directors. "Board of Directors" means the Board of Directors
of Steelcase Inc.

   2.3  Code. "Code" means the Internal Revenue Code of 1986, as amended.

   2.4  Committee. "Committee" means the Compensation Committee of the Board of
Directors, provided that, for any action taken with respect to an award
designed to qualify for the Performance Based Exception, all references to the
Committee in the Plan shall be to the Sub-Committee.

   2.5  Company. "Company" means Steelcase Inc., including all consolidated
subsidiaries, unconsolidated or consolidated partnerships and joint ventures of
Steelcase Inc.

   2.6  EVA. "EVA" refers to Economic Value Added and means, with respect to
the entity for which EVA is being determined for a Fiscal Year, the net income
of that entity less a capital charge representing the economic cost of a
reasonable return on net assets applied in the business of the entity during
the Fiscal Year and plus an acquisition allowance and plus or minus an
accounting adjustment. EVA shall be determined on the basis of rules,
definitions, and accounting principles adopted by the Committee and modified
from time to time by the Committee, as deemed necessary and reasonable in the
sole discretion of the Committee. EVA for an entity for a Fiscal Year shall be
based upon the financial statements of the entity for the Fiscal Year as
finally determined.

   2.7  Employee. "Employee" means any individual in the employ of the Company.
Independent contractors, leased Employees, and self-employed individuals are
not included.

   2.8  Fiscal Year. "Fiscal Year" means the financial reporting and taxable
year of Steelcase Inc.

   2.9  Normal Retirement Date. "Normal Retirement Date" means the date the
Participant attains age 65, or if earlier, the date the sum of the
Participant's age and years of service equals or exceeds 80 (as determined for
purposes of other benefit plans maintained by Steelcase Inc.).

   2.10  Participant. "Participant" means an Employee designated to participate
in this Plan for a Plan Year pursuant to Section 4.

   2.11  Performance Based Exception. "Performance Based Exception" means the
performance based exception from the tax deductibility limitations in Code
Section 162(m).

   2.12  Plan Year. "Plan Year" means the annual period beginning on March 1
and ending on the last day of February.

   2.13  Retirement. "Retirement" means termination of employment on or after
the Participant's Normal Retirement Date.

   2.14  Surviving Spouse. "Surviving Spouse" means the husband or wife of the
Participant at the time of the Participant's death who survives the
Participant. If the Participant and spouse die under circumstances that make
the order of their deaths uncertain, it shall be presumed for purposes of this
Plan that the Participant survived the spouse.

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<PAGE>

   2.15  Sub-Committee. "Sub-Committee" means any committee (including the
Committee), duly authorized by the Board of Directors, which is comprised
entirely of members or such Board who are considered "outside directors" under
162(m) of the Code.

   2.16  Total Disability. "Total Disability" or "Disability" means a physical
or mental condition which totally and presumably permanently prevents an
individual from performing the duties of his or her employment. The
determination of Total Disability shall be made by the Committee through
procedures established for that purpose and on the basis of reasonable medical
examinations. The cost of any medical examination shall be an expense of
administration of the Plan.

Section 3  Administration of Plan

   3.1  Administrative Committee. The Plan shall be administered by the
Committee. The Committee shall have full discretionary authority in the
operation and administration of the Plan. The Committee shall act by vote or
consent of a majority of its members. To the extent necessary or appropriate,
the Committee will adopt rules, policies, and forms for the administration,
interpretation, and implementation of the Plan. The Committee may delegate
administrative authority and responsibility from time to time to and among the
management compensation committee of Steelcase Inc., other management
committees, and individual Employees of the Company, but all actions taken
pursuant to delegated authority and responsibility shall be subject to review
and change by the Committee. All decisions, determinations, and interpretations
of the Plan by the Committee shall be final and binding on all parties.

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

   3.2  Responsibility; Indemnification. A member of the Committee or any other
individual or group to whom authority is delegated 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 Committee, and any other individual or group
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.

Section 4  Eligibility

   4.1  Participation. An Employee shall be a Participant in the Plan for a
Plan Year upon designation as a Participant for that year by the Committee.
When deemed appropriate by the Committee, the Committee may designate an
effective date for the commencement of participation by a Participant that is
subsequent to the first day of the Plan Year. Designated Participants shall be
notified in writing and provided a written summary and explanation of the Plan.

                                        3

<PAGE>

   4.2  Continuing Participation. Designation as a Participant for a Plan Year
will continue in effect for each succeeding Plan Year until participation is
terminated by the Committee. The Committee may terminate participation by an
Employee at any time with or without cause.

Section 5  Measurement of Company Performance

   5.1  EVA Performance. For purposes of the Plan, financial performance of the
Company or any subdivision of the Company shall be measured by EVA. In general,
the Plan shall be administered so that the incentive compensation provided to
Participant under the Plan for each Plan Year is based primarily on improved
EVA performance relative to prior EVA performance rather than on absolute
levels of EVA performance.

   5.2  Determination of EVA. EVA shall be determined for each Fiscal Year by
the Committee. EVA generally shall be determined by application of accounting
principles consistently applied from year to year. Nevertheless, the Committee
shall have full authority and discretion to modify the accounting principles
and components applied in the determination of EVA from time to time as the
Committee deems necessary or appropriate. References to EVA for a Plan Year
mean EVA for the Fiscal Year ending closest in time to the last day of the Plan
Year.

   For most Participants, EVA and EVA performance shall be the EVA and EVA
performance determined for the Company. Nevertheless, the Committee may
determine that EVA and EVA performance applicable to one or more Participants
for a Plan Year shall be determined with respect to a business unit comprising
less than all of Steelcase Inc., or may be based upon a weighted average of the
separate EVA or EVA performance of more than one business unit chosen by the
Committee from among Steelcase Inc. and subsidiaries, divisions, and other
subdivisions of Steelcase Inc. If weighted averaging is applied, the Committee
will determine the weighting percentages applicable for each relevant
classification of Participants for the Plan Year, and the percentages will be
published at the time of publication of EVA performance targets and target
incentive percentages.

   5.3  EVA Growth Target. The EVA growth performance target for each Plan Year
shall be determined by the Committee and published to Participants.
Notwithstanding the preceding sentence, with respect to awards designed to
qualify for the Performance Based Exception, the EVA growth performance target
shall be established at a time (a) prior to ninety (90) days after the
commencement of the Plan Year and (b) when the achievement of the performance
target is substantially uncertain.

   5.4  Leverage Factor. Leverage factors also shall be determined by the
Committee and announced to Participants for each Plan Year. Notwithstanding the
preceding sentence, with respect to awards designed to qualify for the
Performance Based Exception, the leverage factors shall be established at a
time (a) prior to ninety (90) days after the commencement of the Plan Year and
(b) when the achievement of the performance target is substantially uncertain.
The leverage factors are (i) the amount of EVA performance above or below EVA
growth performance target for the Plan Year that will cause each Participant's
incentive compensation for the Plan Year to be double the participant's target
incentive compensation for the plan year, if positive, or to be zero for the
Plan Year, if negative and (ii) the absolute leverage factor. The leverage
factors for a Plan Year may be the same or different.

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<PAGE>

   5.5  Adjustments. Adjustments to EVA and EVA targets may be made when deemed
appropriate by the Committee pursuant to Section 8; provided, however with
respect to awards designed to qualify for Performance Based Exception, EVA and
EVA targets may not be adjusted in a manner that would cause an increase in the
amount of resulting incentive compensation. Nevertheless, the Committee shall
have the authority to make appropriate adjustments to EVA and EVA targets to
reflect the impact of the following extraordinary items not reflected in such
goals: (a) any profit or loss attributable to acquisitions or dispositions of
stock or assets, (b) any changes in accounting standards that may be required
or permitted by the Financial Accounting Standards Board or adopted by the
Company after the goal is established, (c) all items of gain, loss or expense
for the year related to restructuring charges for the Company, (d) all items of
gain, loss or expense for the year determined to be extraordinary or unusual in
nature or infrequent in occurrence or related to the disposal of a segment of a
business, (e) all items of gain, loss or expense for the year related to
discontinued operations that do not qualify as a segment of a business as
defined in APB Opinion No. 30 and SFAS No. 144, and (f) such other items as may
be prescribed by Section 162(m) of the Code and the Treasury Regulations
thereunder as may be in effect from time to time, and any amendments, revisions
or successor provisions and any changes thereto.

Section 6  Incentive Compensation Targets

   6.1  Target Incentive Compensation. The target annual and long-term
incentive compensation for each Participant for each Plan Year shall be an
amount that is a percentage of the Participant's base pay for the Plan Year.

   6.2  Annual and Long-Term Percentages. Separate annual and long-term target
incentive compensation percentages shall be determined for each Participant for
each Plan Year; provided, however, that the Committee may determine that some
Participants will be eligible only for annual incentive compensation or only
long-term incentive compensation for a Plan Year. The annual and long-term
target incentive compensation percentages shall be determined by the Committee
and published to Participants for the Plan Year.

   6.3  Maximum Award.

(a) The maximum amount that may be paid to any Employee as annual incentive
    compensation with respect to any Plan Year shall be $3 million.

(b) The maximum amount of long-term incentive compensation that may be awarded
    in any Plan Year to any Employee, determined without regard to when such
    compensation is paid to the Employee, shall be $4 million (including the
    value of any portion of such award that is not payable in cash, with such
    value determined by the Committee in its discretion).

Section 7  Determination and Payment of Incentive Amounts

   7.1  Final Plan Year EVA. EVA and EVA performance, including any necessary
or appropriate adjustments required or permitted hereunder, shall be determined
as soon as

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<PAGE>

administratively feasible following the availability of final financial results
for the Plan Year. The Committee shall certify, in writing, the attainment of
year end EVA results and the associated MIP bonus multiple with respect to any
award designed to qualify for the Performance Based Exception.

   7.2  Determination of Incentive Compensation. Under rules established by the
Committee, the incentive compensation for each Participant for each Plan Year
shall be calculated by the following steps:

(a) Bonus Multiple. The bonus multiple shall be calculated based on (i) the
    actual level of EVA performance and (ii) growth of EVA for a Plan Year. The
    Committee shall determine the relative weight of each component to derive
    the bonus multiple, provided that with respect to any award designed to
    qualify for the Performance Based Exception, such determination shall be
    made by the Sub-Committee.

(b) Incentive Compensation. Annual and long-term incentive compensation for
    each Participant for the Plan Year shall be the result obtained by
    multiplying the Participant's individual target annual or long-term
    incentive percentage for the Plan Year by the applicable bonus multiple for
    the Plan Year and then multiplying the resulting percentage by the
    Participant's base pay for the Plan Year to determine the dollar amount of
    the Participant's incentive compensation. If a Participant's base pay
    changes during a Plan Year, proportionate annual and long-term incentive
    compensation shall be calculated, under the rules established by the
    Committee, for each period of the Plan Year that each level of base pay was
    in effect. The proportionate incentive compensation for each level of base
    pay shall be calculated by annualizing that level of base pay, multiplying
    by the applicable annual or long-term target incentive percentage for that
    level of base pay and the bonus multiple, and then multiplying the
    resulting amount by a fraction, the numerator of which is the number of
    days during the Plan Year that the level of base pay was in effect and the
    denominator of which is the number of days in the Plan Year.

   7.3  Payment of Incentive Amounts.

(a) Annual Component. The dollar amount of the annual incentive compensation
    for a Plan Year shall be paid to the participant as soon as feasible
    following the completion of the incentive compensation calculations for the
    Plan Year, provided, however, that no amount shall be paid with respect to
    any award designed to qualify for the Performance Based Exception until the
    Sub-Committee has certified the EVA and attainment of EVA performance
    targets with respect to such award in accordance with Section 7.1.

(b) Long-Term Component. The amount of the long-term incentive compensation for
    a Plan Year that is payable to the Participant in cash shall be paid to the
    Participant, subject to the adjustments provided herein, in three annual
    installments. The first installment for a Participant shall be paid after
    the end of the Participant's second Plan Year of participation in the Plan.
    The long-term incentive amounts payable to the Participant shall be
    credited contingently to a long-term incentive compensation recordkeeping
    account maintained for each Participant provided, however, that no amount
    with respect to an award designed to qualify for the Performance Based
    Exception may be credited to a Participant's account until the
    Sub-Committee has certified the EVA and attainment of EVA performance
    targets with respect to such

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<PAGE>

    Participant in accordance with Section 7.1. The account shall be credited
    at the end of each succeeding Plan Year with any long-term incentive dollar
    amount earned by the Participant. Within the account a separate record or
    sub-account shall be maintained for each Plan Year for which long-term
    incentive compensation is credited.

    In addition to any applicable long-term incentive dollar amount, at the end
    of the second Plan Year of participation and each subsequent Plan Year,
    each sub-account within the Participant's account shall be adjusted by a
    hypothetical earnings credit or debit. The adjustment shall be equal to the
    percentage of positive or negative change, if any, in the shareholder's
    equity in the Company, before payment of any dividends, for the Fiscal Year
    ending closest in time to the last day of the Plan Year except as adjusted
    in accordance with Section 5.5.

    The separate sub-account for each Plan Year for which long-term incentive
    compensation is credited shall be independently adjusted by any applicable
    earnings credits or debits and paid as follows:

      (i) The sub-account shall be established for and as of the end of the
          Plan Year; and

     (ii) As of the end of the second Plan Year (the Plan Year following the
          Plan Year for which the sub-account was established), the amount in
          the sub-account shall be divided into three equal parts and each of
          such parts shall be adjusted by any applicable earnings credit or
          debit for the second Plan Year; and

    (iii) As soon as feasible following the end of the second Plan Year, one of
          the three parts of the sub-accounts be paid to the Participant; and

     (iv)  As of the end of the third Plan Year, the two remaining parts of the
          sub-account shall be adjusted by any applicable earnings credit or
          debit for the third Plan Year; and

      (v) As soon as feasible following the end of the third Plan Year, one of
          the two remaining parts shall be paid to the Participant; and

     (vi)  As of the end of the fourth Plan Year, the amount remaining in the
          sub-account shall be adjusted for any earnings credit or debit for
          the fourth Plan Year and the resulting amount shall be paid to the
          Participant as soon as feasible following the end of the fourth Plan
          Year.

   Pursuant to the foregoing each Participant may be receiving payments from as
many as three different sub-accounts following the end of a Plan Year.

   The dollar amount of long-term compensation credited to a Participant for
each Plan Year shall be entirely contingent and shall be unconditionally earned
only when actually paid. In the event a Participant ceases to be a Participant
but continues to be an Employee, adjustments for any earnings credits or debits
and payments from the Participant's long-term compensation account shall
continue until the account is exhausted or until terminated under Section 7.4.

   The Committee in its discretion may determine that any portion or all of the
long-term incentive compensation that is payable to a Participant shall be paid
in property other than

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<PAGE>

cash (including without limitation stock options granted under the Company's
Incentive Compensation Plan). Any portion of the long-term incentive
compensation that is payable to a Participant in property other than cash shall
be paid on such terms and conditions as determined by the Committee.

   7.4  Partial Year Participation, Employment Changes and Forfeitures.

(a) Partial Year Participation. If an Employee is designated to become a
    Participant in a Plan Year as of a date other than the first day of the
    Plan Year, the Participant's incentive award compensation for the Plan Year
    shall be determined, under rules established and maintained by the
    Committee for this purpose from time to time, on the basis of the
    Participant's time of participation during the Plan Year.

(b) Employment Changes. Target incentive percentages and incentive awards for a
    Participant for a Plan Year will be prorated under rules established and
    maintained by the Committee for this purpose from time to time, in the
    event of any change in compensation or employment status or location, or
    any other change that would effect the determination for the Plan Year, in
    proportion to the duration of each applicable factor during the Plan Year.
    The balance in the Participant's long-term compensation account as of the
    end of the Plan Year shall not be modified by reason of any change in any
    applicable factor in a subsequent Plan Year.

(c) Retirement, Death or Disability. If a Participant's employment terminates
    during a Plan Year by reason of Retirement, death, or Total Disability, the
    annual component of the Participant's incentive compensation dollar amount
    for the Plan Year, if any, shall be prorated, under rules established and
    maintained by the Committee for such purpose, based on the Participant's
    time of active employment as a Participant during the Plan Year. The
    balance in the Participant's long-term incentive compensation account as of
    the end of the Plan Year, after appropriate crediting or debiting for the
    Plan Year, shall be paid to the Participant or the Participant's
    beneficiary at the time long-term incentive compensation payments are made
    under the Plan for each Plan Year until the account is exhausted.
    Notwithstanding the preceding sentence, the Committee may determine to
    accelerate the payment of long-term incentive compensation amounts credited
    to the Participant or Beneficiary at the time and in the manner determined
    in the sole and absolute discretion of the Committee.

(d) Other Termination of Employment. Except as otherwise provided in this
    subsection (d) or pursuant to subsection (e), upon termination of a
    Participant's employment during a Plan Year for any reason other than
    Retirement, death, or Total Disability, the Participant shall not be
    entitled to the payment of incentive compensation for the Plan Year and the
    balance in the Participant's long-term incentive compensation account shall
    be forfeited. Notwithstanding the preceding sentence, the Committee shall
    have full discretion to determine that any or all of the following: payment
    of a pro-rated annual component, crediting of the Participant's long-term
    incentive compensation account, or payments from the long-term account
    until exhausted, may be made when termination of the Participant's
    employment results from job elimination, reduction in work force or other
    similar company initiative, or is encouraged or induced by incentives
    offered by the Company.

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<PAGE>

(e) Competition. A Participant shall not be entitled to the payment of
    incentive compensation for the Plan Year and the balance in the
    Participant's long-term incentive compensation account shall be forfeited
    in the event the Participant directly or indirectly engages in competition
    with Steelcase Inc. Competition means directly or indirectly engaging in
    competition with the Company or any subdivision, subsidiary, or affiliate
    of the Company (collectively, 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 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.

(f) Committee Discretion. Pursuant to the powers conferred in Section 8, the
    Committee may make other rules and exceptions applicable to participation
    and employment changes.

   7.5 Reports.

   From time to time during each Plan Year and as of the end of each Plan Year,
the Committee shall provide to each Participant information concerning current
and cumulative EVA performance and credits and debits in the account and
balance in the Participant's long-term incentive compensation account.

Section 8  Committee Discretion

   The Committee shall exercise all of its power and duties as the Committee
deems appropriate in its sole and absolute discretion. All decisions of the
Committee shall be final and binding on all Participants and their respective
heirs and representatives. In the event it is determined, in the judgment and
discretion of the Committee, that any factor applicable in the ultimate
determination of incentive compensation under the Plan for a Plan Year is not
appropriate with respect to one or more Participants due to unusual events,
unforeseen circumstances, or other factors deemed material and relevant, the
applicable factor or the amount of the resulting incentive compensation may be
adjusted or modified in any manner deemed appropriate by the Committee
provided, however, that with respect to awards designed to qualify for the
Performance Based Exception, no applicable factor may be adjusted in a manner
that would cause an increase in the amount of resulting incentive compensation
and the resulting incentive compensation may not be increased.

Section 9  Amendment and Termination

   9.1  Amendment. The Plan may be amended in any manner at any time by action
of the Board of Directors or the Committee. No amendment shall reduce the
amounts credited to the

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<PAGE>

long-term incentive compensation accounts of Plan Participants as of the end of
the Plan Year preceding the later of the effective date of the amendment or the
date the amendment is adopted.

   9.2  Termination. The Plan may be suspended at any time by action of the
Committee, pending the next meeting of the Board of Directors of Steelcase Inc.
Any suspension may be approved and ratified and the Plan may be terminated at
any time by action of the Board of Directors. Neither a suspension nor
termination of the Plan shall reduce or eliminate amounts credited in the
long-term incentive compensation accounts of Participants as of the end of the
Plan Year preceding the later of the effective date of the suspension or
termination or the date of the action to suspend or terminate.

Section 10  General Provisions

   10.1  Benefits Not Guaranteed. Neither the establishment and maintenance of
the Plan nor participation in the Plan shall provide any guarantee or other
assurance that incentive compensation will be payable under the Plan. The
success of Steelcase Inc. and its subdivisions and affiliates, as determined
hereunder, and adjusted as provided herein, and application of the
administrative rules and determinations by the Committee shall determine the
extent to which Participants are entitled to receive incentive compensation
payments and credits hereunder.

   10.2  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. No
designation of an Employee as a Participant for all or any part of a Plan Year
shall create a right to incentive compensation or other benefits of the Plan
for any other Plan Year.

   10.3  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 any subdivision of the Company will continue to employ
an 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 the employing subdivision of the Company 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.

   10.4  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 incentive compensation amount or credit,
potential payment, or right to future payments of any incentive compensation
amount or credit, 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.

   10.5  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

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<PAGE>

shall subject any payments made under the Plan to all applicable payroll taxes
and assessments.

   10.6  Incompetent Payee. If the Committee determined that a person entitled
to a payment hereunder is incompetent, it may cause benefits to be paid to
another person 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.

   10.7  Governing Law. The provisions of the Plan shall be construed and
governed under the laws of the State of Michigan.

   10.8  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.

Section 11  Execution

   IN WITNESS WHEREOF, Steelcase Inc. has caused this Plan, captioned
"Steelcase Inc. Management Incentive Plan," as amended and restated effective
as of March 1, 2002, to be executed by its duly authorized officer this 10/th/
day of March, 2002.

               STEELCASE INC.

               By:  /s/  Nancy W. Hickey
               --------------------------------------------
               Its:  Sr. Vice President, Global Strategic Resources
                     and Chief Administrative Officer

                                       11

</TEXT>
</DOCUMENT>
