EXHIBIT 10.12

                                FIRST AMENDMENT
                                     TO THE
                                 STEELCASE INC.
                          INCENTIVE COMPENSATION PLAN
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     WHEREAS, Steelcase Inc. (the "Company") has established and maintains the
Steelcase Inc. Incentive Compensation Plan (the "Plan"); and

     WHEREAS, pursuant to Section 17.1, the Company has reserved to its Board of
Directors the right to amend the Plan at any time; and

     WHEREAS, the Board of Directors of the Company has delegated to its
Compensation Committee (the "Compensation Committee") the necessary authority to
amend the Plan; and

     WHEREAS, the Compensation Committee amended the Plan to incorporate
provisions for forfeiture of benefits in the event a Participant engages in
competition with the Company.

     NOW THEREFORE, IN CONSIDERATION OF THE PREMISES, the Plan is amended,
effective October 1, 1999, in the following respects:

     1.   A new Section 2.11 is added to the Plan reading as follows and the
current Section 2.11 and subsequent sections in Article II are renumbered:

     "2.11.  `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 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.     A new Section 15.4 is added to the Plan to read as follows and the
             current Section 15.4 is renumbered 15.5:



               "15.4  Competition.  In the event the Participant engages in any
          Competition with the Company, the Participant immediately and
          permanently forfeits the right to exercise and/or receive payment for
          any Award, whether or not vested.  The Participant must return to the
          Company the Participant's gain resulting from options exercised at any
          time within the twelve-month period preceding the date the Participant
          became engaged in competition with the Company."

     IN WITNESS WHEREOF, the Company has caused this First Amendment to the
Steelcase Inc. Incentive Compensation Plan to be executed by its duly authorized
officer this 29th day of February, 2000.

                              STEELCASE INC.


                              By:    /s/ Nancy W. Hickey
                                     ----------------------------
                                    Its:  Senior Vice President
                                          Global Human Resources