Termination and Mutual Release Agreement - Herman Miller Inc. and Hansjorg Broser


                    TERMINATION AND MUTUAL RELEASE AGREEMENT


Agreement made effective as of March 27, 1996, by and between Hansjorg Broser,
of 15, rue Raynouard, 75016 Paris, France (hereinafter 'Employee'), and Herman
Miller, Inc., a Michigan corporation, having its principal place of business at
855 East Main Avenue, PO Box 302, Zeeland, MI  49464-0302 (hereinafter
'Employer') on its own behalf and as duly authorized agent on behalf of, and as
joint and several guarantor of the obligations of, Herman Miller et Cie SNC (a
French 'societe en nom collectif' (hereinafter collectively 'HMI').

In consideration of the mutual covenants and releases contained herein, the
Employee and HMI agree as follows:

1.   OFFICER STATUS. Effective immediately, Employee shall no longer be an
     officer of Employer.

2.   TERMINATION IN FRANCE. It is acknowledged by the parties that Employee's
     French employer, Herman Miller et Cie SNC, has terminated Employee's
     position as a salaried employee of such company by giving notice to
     Employee of his dismissal on May 21, 1996, with effect on May 21, 1996
     (after waiving Employee's obligation to be present in such company and to
     perform any services during the notice period).

3. TERMINATION COMPENSATION

     A.   Employer shall pay and make available and shall cause Herman
          Miller et Cie SNC to pay and to make available to Employee, between
          the date hereof and September 27, 1996, unless Employee breaches this
          Agreement, all of the same compensation (both in cash and in kind)
          and benefits as Employee was receiving on March 27, 1996 (except as
          otherwise provided in the starred items set forth in Exhibit A), all
          of such compensation and benefits being so paid and made available in
          the same manner and amounts as currently is the case (except as
          otherwise provided in the starred items set forth in Exhibit A).
          Except as expressly otherwise provided herein, Employee, between the
          date hereof and September 27, 1996,  shall (subject to Paragraph 5
          below) have no obligation to provide any services to Employer and
          shall be free to accept such other employment or consultancy as he
          may decide in his entire discretion (in which case all of the
          compensation and benefits provided for by this Paragraph 3 shall
          nevertheless continue to be made by Employer through September 27,
          1996).

     B.   Beginning on September 28, 1996, and up to and including
          September 27, 1997, unless Employee breaches this Agreement, Employer
          shall continue to pay and make available and shall cause Herman
          Miller et Cie SNC to pay and make available to Employee all of the
          same compensation (both in cash and in kind) and benefits Employee
          was receiving on March 27, 1996 (except as otherwise provided in the
          starred items set forth in Exhibit A), all of such compensation and
          benefits being so paid and made available in the same manner and
          amounts as currently is the case (except as otherwise provided in the
          starred items set forth in Exhibit A), it being understood and agreed
          that such payments and 






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          benefits shall be made whether or not Employee has during such period
          taken on new employment, provided however that if Employee takes on
          new employment at any time during the period  from March 27, 1997, to
          September 27, 1997 (the 'Six-Month Period'), then the periodic
          monetary compensation received by Employee from such new employer
          during the Six-Month Period shall reduce dollar for dollar and franc
          for franc the amounts otherwise due to him during such Six-Month
          Period pursuant to this Paragraph 3B.

     c.   Employer, subject to the terms of this Agreement, further
          agrees to and shall provide to Employee all of the benefits and
          payments indicated in Exhibit A hereto.

4.   TERMINATION IN U.S. On September 27, 1996, Employee's position as an
     employee of Employer shall end unless Employee has previously notified
     Employer that he has taken on new employment, in which latter case such
     employment shall terminate on the date Employee so notifies Employer but
     (as set forth in Paragraph 3 above) all of the compensation and benefits
     provided for by Paragraph 3 shall nevertheless continue through September
     27, 1996.

5.   CONSULTATION. Beginning on the date hereof, Employee will upon written
     request from time to time of Employer provide consulting services to HMI
     for a period ending on September 27, 1997, or until he obtains new
     employment, whichever occurs first. Employee will be reimbursed by HMI for
     all out-of-pocket expenses incurred at the request of HMI. Employee will
     provide HMI with 10 hours of consulting services in each 180-day period
     (or part thereof) starting from the date hereof without charge and
     thereafter HMI will compensate Employee at the rate of the French franc
     equivalent of US $1,000 per day (or part thereof) (net of taxes) for such
     consulting services. HMI will coordinate its request for consulting
     services with Employee's other activities so as to not place undue burdens
     on Employee.

6.   CONFIDENTIAL INFORMATION. Employee understands that in the ordinary
     course of its business, HMI has developed various valuable trade secrets
     and confidential business information. Employee acknowledges that he has
     been privy to such trade secrets and information and that protection of
     such is of vital importance to HMI's business. All information, whether
     written or not, regarding HMI's business, is presumed to be confidential.
     Examples of confidential information would include information as to any
     of HMI's customers, prices, sales techniques, estimating and pricing
     systems, internal cost controls, production processes and methods, product
     planning and development programs, marketing plans, product information,
     inventions, blueprints, sketches and drawings, trade secrets and technical
     and business concepts related to the business, whether devised or invented
     in whole or in part by Employee and whether or not reduced to practice.

7.   NONDISCLOSURE. Employee agrees that for so long as same is not generally
     known outside Employer, he will not at any time disclose any trade secrets
     or confidential information of HMI to others which he has obtained in the
     course of his employment with HMI. Employee shall not use any such trade
     secrets or confidential information for his own personal use or advantage,
     or make such trade secrets or confidential information available for use
     by others. Nothing in this Agreement shall, however, 






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     prevent Employee from using his general knowledge, skill, and
     experience (including the contacts made while an employee of HMI) in the
     employment of a third party after the date hereof or in connection with
     the rendering of any consultancy services to third parties.

8.   RETURN OF PROPERTY. Employee acknowledges having returned to HMI all
     Company property in his prior possession except for garage door opener and
     a cellular telephone. Employer acknowledges that Employee has vacated his
     prior office and returned all such property except as mentioned above.
     Employee will return such property as soon as possible. For the next three
     months HMI will forward Employee's mail.

9.   PAYMENT OF PRE-TERMINATION EXPENSES. Employer shall promptly reimburse
     Employee for business expenses incurred in the ordinary course of
     Employee's employment on or before the date hereof, but not previously
     reimbursed, provided that Employer's policies of documentation and
     approval are satisfied. However, Employee is not authorized to be
     reimbursed for any business expenses incurred after the date hereof unless
     specifically set forth herein or authorized in advance by Employer.

10.  MUTUAL RELEASE. Except for the enforcement of the terms and covenants in
     this Agreement, Employee and HMI hereby release each other from any and
     all claims and obligations arising under French, European Community,
     United States federal, state, or local law by statute, common law, or
     equity that each may have against the other arising out of the employment
     relationship and the termination thereof. Employee specifically waives any
     claim for unlawful discrimination including, but not limited to claims for
     race, sex, religion, disability, or national origin discrimination.
     Employee further agrees to waive and release any rights he might have
     under the federal Age Discrimination in Employment Act of 1967, as amended
     (29 USCSection  621 et seq.) ('ADEA') against the Company. This release
     covers claims and obligations even if they are unknown at this time. HMI
     and Employee also agree that as to any such claim they will not start or
     pursue any complaint or proceeding against the other before any court,
     tribunal, or government agency. HMI and Employee agree that this Agreement
     is a complete defense to any claim and obligation released and waived by
     this Agreement which may be subsequently asserted. The parties acknowledge
     and agree that this release and covenant not to sue are essential and
     material terms of this Agreement and that, without such releases and
     covenant not to sue, no agreement would have been reached by the parties.
     Employee understands and acknowledges the significance of this release and
     this Agreement.

11.  SEVERABILITY. In the event any term of this Agreement is invalid or
     unenforceable, then such invalid or unenforceable term, if possible, will
     by reasonable agreement of the parties be altered so as to be valid and
     enforceable, or, if that is not possible, then it will be deleted from
     this Agreement and the remaining part of the Agreement will remain in
     effect.

12.  NONCOMPETITION. Employee agrees that until September 27, 1997, he will
     not directly or indirectly engage or invest in (except up to five percent
     of a publicly held company), or counsel, or advise, or be employed by, or
     affiliated with, any entity which is a competitor with HMI. The right and
     authority to determine whether or not the new employer or client is a
     competitor is vested solely with HMI's chief executive officer whose
     decision shall be final and binding.




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13.  PAYMENT BY HMI. If Employee (1) signs and returns this Agreement within
     30 days of the date of this Agreement, (2) has otherwise complied with
     this Agreement, and (3) signs and complies with the terms of an agreement
     having the same date as this Agreement settling his claims under French
     law, then the Employee will be entitled to receive the discretionary and
     additional Termination Benefits listed on Exhibit A. Otherwise, the
     Employee will not be entitled to the Termination Benefits listed on
     Exhibit A. The Termination Benefits may be terminated if Employee breaches
     this Agreement, or if Employee harasses or intimidates any HMI employee or
     family member. In the event that HMI believes that Employee is in breach
     of the restrictions contained in paragraph 2 of Exhibit A relating to
     competition, it will give Employee written notice of the breach. Employee
     will then have 60 days to cure the breach before HMI may stop Termination
     Benefits under this Agreement.

14.  GOVERNING LAW. This Agreement shall be governed by and interpreted in
     accordance with the laws of the State of Michigan. Any dispute arising out
     of this Agreement shall be submitted exclusively to either the United
     States District Court for the Western District of Michigan or the Circuit
     Court of Ottawa County, Michigan, for resolution.

15.  ENTIRE AGREEMENT. This Agreement and any other documents between the same
     parties relating to all their differences contain the entire understanding
     of the parties and supersede all previous oral and written agreements
     relating to the subject matter hereof; there are no other agreements,
     representations, or understandings relating to the subject matter hereof
     not set forth herein and in such other documents. Further, this Agreement
     can be modified only by a written agreement signed by Employee and
     Employer.

16.  BINDING EFFECT. This is a binding agreement. The term HMI includes all of
     Herman Miller, Inc.'s subsidiaries, officers, directors, and affiliates.
     The term Employee includes Hansjorg Broser and all of his heirs,
     administrators, successors, assigns, and those who could make a claim
     through him. This Agreement shall benefit and be binding upon HMI's
     successors and assigns, and Employee's executors, administrators, and
     representatives.

17.  VOLUNTARY EXECUTION. Employee acknowledges that he has read this
     Agreement, understands its terms, has been given an opportunity to
     consider this Agreement and its release of claims and covenant not to sue,
     and it has been entered into by him voluntarily. Employee further
     acknowledges that he has been advised to consult with an attorney prior to
     executing this Agreement.




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                                          HERMAN MILLER, INC.



      __________________________________  By ____________________________
      Date                                   James E. Christenson
                                             Vice President


                                          HANSJORG BROSER


      _________________________________   ________________________________
      Date                                Employee Signature


      _________________________________   ________________________________
      Date                                Witness






                                        
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                                   EXHIBIT A


1.   Employee will receive his executive incentive for 1995/96 pursuant to the
     Executive Incentive Plan, such payment to be made to Employee no later
     than June 30, 1996. Employee will not be eligible to participate in the
     Executive Incentive Plan after June 1, 1996.

2.   Employee will be entitled to the bundled fringe benefits including, but
     not limited to, any carry-over in the amount of $11,948.24 until July 1,
     1996. Employee will not be eligible to any such benefits after July 1,
     1996.

3.   If Employee has money in either the Health Care or Dependent Care
     spending accounts for the current year, claims must be submitted within 90
     days of September 27, 1996. Any unused balances will be forfeited at that
     time.

4.   If Employee has an existing balance on his corporate Visa card or his
     cellular phone service, he will pay off the balance within 20 days after
     the date of this Agreement.

5.   Employee will pay the balance owed to HMI on his employee purchase
     account (product purchase) within 20 days of the date of this Agreement.

6.   Employee will, in accordance with Paragraph 3A (through September 27,
     1996) and Paragraph 3B (from September 27, 1996, through September 27,
     1997) of the Agreement, continue to receive the expatriate package
     pursuant to the August 7, 1992, document setting out the terms and
     conditions of Employee's assignment in Paris. HMI may deduct from the
     payments otherwise due to him from the Executive Bonus, U.S. $37,616 for
     the 1994 tax equalization. Any other amounts finally determined due to HMI
     by Employee pursuant to the tax equalization package included in the
     Expatriate Terms and Conditions, shall be payable in accordance with such
     Expatriate Terms and Conditions. Employee's expatriate package includes
     but is not limited to:

     a.   Tax equalization--HMI will pay for John Rigg or any other
          accounting firm mutually agreed between the parties to calculate
          Employee's tax liabilities, and will cover those taxes related to
          money earned or received pursuant to this Agreement which result in a
          higher burden than working in the U.S. would have caused in
          accordance with the methodology and principles in practice on March
          27, 1996. This provision will continue up to the filing of the 1996
          tax returns. Employee is responsible for the preparation and filing
          of all tax-related documents for both home and host countries.
          Employee is accountable for monitoring any changes in home country
          laws which might impact his legal obligations.

     b.   Goods and service allowance--Employee is to be paid by HMI one
          hundred percent of the level recommended by ORC to reflect
          cost-of-living differences, which amount is currently net FF35,230.76
          (including the amount of FF1,194.00 currently paid by Employee to HMI
          for car rental reimbursement), and which amount will be reviewed
          every six months to determine appropriate 

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          adjustments in accordance with the methodology and principles in
          practice on March 27, 1996.

     c.   Housing allowance--Employee is to be paid a housing allowance
          by HMI. In such connection, Employee is entitled to occupy the
          apartment he is currently occupying which apartment is leased by HMI.
          HMI will continue to pay the rent and charges, including the cost of
          insuring the apartment, in accordance with the current practice.
          Provided that Employee has not breached this Agreement, HMI will
          permit Employee, if Employee so chooses in his sole discretion, to
          sublease the said apartment from HMI from the expiration of the
          termination payments (i.e., as provided in Paragraph 3 of the
          Agreement) until the first cancellation dates contained in such
          lease. Employee will indemnify HMI from any liability in connection
          with such sublease and will attempt to have HMI released from
          liability.

     d.   Automobile lease--Employee is to be paid an allowance for the
          lease of an automobile. In this connection, HMI will continue to pay
          the existing lease of the automobile used by Employee. HMI also pays
          and will continue to pay the additional costs of renting the garage
          currently used to store the automobile. Provided that Employee has
          not breached this Agreement, HMI will permit Employee, if Employee so
          chooses in his sole discretion, to sublease the current automobile
          and garage from the expiration of the termination payments (i.e., as
          provided in Paragraph 3 of the Agreement) until the first
          cancellation date contained in such leases. Employee will indemnify
          HMI from any liability in connection with such subleases and will
          attempt to have HMI released from liability.

7.   In the event that Employee relocates at any time during the period in
     which compensation payments are payable as provided in Paragraph 3A of the
     Agreement and thereafter the period in which termination payments are
     payable as provided in Paragraph 3B of the Agreement, he shall give to the
     Employer four weeks' notice on the expiry of which he may leave the flat
     and garage in Paris and return the automobile leased by the Employer for
     the Employee's use with no obligations or liabilities therefore. Further,
     for any such period, if the Employee relocates to the United States, the
     Employer shall pay to the Employee all relocation benefits provided for by
     the Employer as if the Employee were moving to take on another job with
     the Employer up to a gross maximum of U.S. $25,000 according to HMI's
     relocation policy.

8.   On undertaking other employment during the Six-Month Period provided in
     Paragraph 3B of the Agreement, the Employee shall on or before the first
     payroll date thereof provide to the Employer written details of the amount
     of his remuneration therefore so as to enable the Employer to determine
     the amount of termination compensation payable thereafter in accordance
     with the provisions of said Paragraph 3B.

9.   Employee will continue to participate in the Flexible Benefits Plan until
     September 27, 1997. If Employee becomes eligible for benefits comparable
     to the Flexible Benefits Plan through another employer, his participation
     in the Flexible Benefits Plan will cease.




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10.  Employee will receive full outplacement support through Roberston and
     Lowstuter and Mediator Paris France. HMI will also pay for telephone and
     other communication expenses not covered by the terms of the outplacement
     agreement between HMI and Robertson and Lowstuter.

11.  Stock options granted to Employee under the HMI Employee Stock Option
     Plan will terminate 90 days after Employee's employment with HMI is
     terminated, or 90 days after September 27, 1996, whichever is earlier. As
     of the date of this Agreement, Employee is vested in 16,000 shares and
     10,000 will vest on June 1, 1996, if Employee is still employed on such
     date. Employee is entitled to contact Bob Dentzman if he has any
     questions.

12.  The loan to Employee under the HMI Key Employee Stock Purchase Plan will
     be due and payable at the earlier of September 1, 1996, or when Employee's
     employment with HMI is terminated. At that time HMI will foreclose the
     pledge on the 15,000 shares of HMI stock held as security for the loan.
     The amount owed by Employee as of March 27, 1996, is U.S. $304,628
     principal plus U.S. $12,210.18 interest. Employee will receive credit
     against these amounts for repayment credits earned through June 1, 1996,
     as provided in the plan.

13.  Employee's restricted stock grant of 6,000 shares awarded on October 1,
     1992, will be foreclosed according to its terms. Forty percent (40%) of
     the shares (2,400 shares) is expected to be vested as of June 1, 1996, and
     sixty percent (60%) (3,600 shares) is expected to be forfeited at the
     price of U.S. $3.97 per share, the total amount of which shall be paid by
     HMI to Employee within 14 days after the earlier of the date Employee's
     employment with HMI is terminated and September 27, 1996. The shares
     subject to vesting under the restricted stock grant will be determined on
     the earlier of the date Employee's employment with HMI is terminated and
     September 27, 1996.

14.  The balance of Employee's Employee Ownership/Profit Sharing account will
     be paid to Employee at the end of the month after he is no longer employed
     by HMI (i.e., September 30, 1996, unless terminated earlier) and Employee
     is entitled to make contributions to such account until such date.
     Employee may contact Del Arendsen if he has any questions.

15.  The balance of Employee's employee stock purchase account will be paid to
     Employee upon termination of his employment (i.e., September 27, 1996,
     unless terminated earlier) and Employee is entitled to make contributions
     to such account until such date.

16.  The Retirement Income Plan benefit and Officers Supplemental Plan
     benefits will be based upon your total compensation through the fiscal
     year ending June 1, 1996. Benefits will be explained in a separate cover
     letter.




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