2004-1 Amend.- Benefit Plan For Outside Directors

EXHIBIT 10.20


2004-1 AMENDMENT
TO THE
STEELCASE BENEFIT PLAN FOR OUTSIDE DIRECTORS
(Effective as of March 1, 1999)


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This 2004-1 Amendment to the STEELCASE BENEFIT PLAN FOR OUTSIDE DIRECTORS ("Plan") is adopted by Steelcase Inc. to be effective as of April 14, 2003, and is required by the privacy rules of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA").


Pursuant to Section 1.3 of the Plan, Steelcase Inc. amends the Plan as
follows:


A.


A new Article XIII shall be added to the Plan as follows:


ARTICLE XIII


HIPAA COMPLIANCE


13.1 PERMITTED AND REQUIRED USES AND DISCLOSURE OF PROTECTED HEALTH
INFORMATION ("PHI").


Subject to obtaining written certification pursuant to Section 13.3, the Plan may disclose PHI to Steelcase Inc., provided Steelcase Inc. does not use or disclose such PHI except for the following purposes:


(a) To perform Plan Administrative Functions which
Steelcase Inc. performs for the Plan.


(b) Obtaining premium bids from insurance companies or
other health plans for providing coverage under or on
behalf of the Plan; or


(c) Modifying, amending or terminating the Plan.


Notwithstanding the provisions of the Plan to the contrary, in no event shall Steelcase Inc. be permitted to use or disclose PHI in a manner that is inconsistent with 45 CFR Section 164.504(f).



13.2 CONDITIONS OF DISCLOSURE.


Steelcase Inc. agrees that with respect to any PHI, it shall:


(a) Not use or further disclose the PHI other than as
permitted or required by the Plan or as required by
law.


(b) Ensure that any agents, including subcontractors, to
whom it provides PHI received from the Plan, agree to
the same restrictions and conditions that apply to
Steelcase Inc. with respect to PHI.


(c) Not use or disclose the PHI for employment-related
actions and decisions or in connection with any other
benefit or employee benefit plan of Steelcase Inc..


(d) Report to the Plan any use or disclosure of the
information that is inconsistent with the uses or
disclosures provided for which it becomes aware.


(e) Make available to individual Plan participants who
request access, the Plan participant's PHI in
accordance with 45 CFR Section 164.524.


(f) Make available to individual Plan participants who
request an amendment, the participant's PHI and
incorporate any amendments to the participant's PHI
in accordance with 45 CFR Section 164.526.


(g) Make available to individual Plan participants who
request an accounting of disclosures of the
participant's PHI, the information required to
provide an accounting of disclosures in accordance
with 45 CFR Section 164.528.


(h) Make its internal practices, books, and records,
relating to the use and disclosures of PHI received
from the Plan, available to the Secretary of the U.S.
Department of Health and Human Services for purposes
of determining compliance by the Plan with the HIPAA
privacy rules.


(i) If feasible, return or destroy all PHI received from
the Plan that Steelcase Inc. still maintains in any
form, and retain no copies of such information when
no longer needed for the purpose for which the
disclosure was made, except that, if such return or
destruction is not feasible, limit further uses and
disclosures to those purposes that make the return or
destruction of the information feasible.


-2-


(j) Ensure that the adequate separation between Plan and
Steelcase Inc., required in 45 CFR Section 164.504(f)
(2)(iii), is satisfied and that terms set forth in
Section 13.5 are followed.


13.3 CERTIFICATION.


The Plan shall disclose PHI to Steelcase Inc. only upon the receipt of a Certification by Steelcase Inc. that the Plan has been amended to incorporate the provisions of 45 CFR Section 164.504(f)(2)(ii), and that Steelcase Inc. agrees to the conditions of disclosure set forth in Section 13.2.


13.4 P ...