STEELCASE INC, DEF 14A, 2000-05-24

STEELCASE INC
DEF 14A, 2000-05-24
OFFICE FURNITURE (NO WOOD)

Previous: VITRIA TECHNOLOGY INC, S-8, 2000-05-24

Next: REPEATER TECHNOLOGIES INC, S-1/A, 2000-05-24

<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

STEELCASE INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

-------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

-------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

-------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

-------------------------------------------------------------------------

(5) Total fee paid:

-------------------------------------------------------------------------

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

-------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

-------------------------------------------------------------------------

(3) Filing Party:

-------------------------------------------------------------------------

(4) Date Filed:

-------------------------------------------------------------------------

Notes:

Reg. (S) 240.14a-101.

SEC 1913 (3-99)

<PAGE>

[Steelcase Logo]

STEELCASE INC.
901 44th Street SE
Grand Rapids, Michigan 49508

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held June 15, 2000

To the Shareholders:

The Annual Meeting of Shareholders (the "Meeting") of Steelcase Inc. (the
"Company") will be held on June 15, 2000, at 11:00 A.M. Eastern Daylight Time,
at the Company's Systems II Building adjacent to Steelcase Corporate
Headquarters at 1111 44th Street SE, Grand Rapids, Michigan, for the following
purposes:

1. Electing three directors to serve for the applicable term of their class
and until their successors have been duly elected and qualified; and

2. Approving the proposed amendment of the Steelcase Inc. Incentive
Compensation Plan to increase the number of shares available for grant or
award by 8,000,000; and

3. Transacting other business that properly comes before the Meeting.

Only shareholders of record at the close of business on May 1, 2000 will be
entitled to vote at the Meeting.

Your attention is called to the attached Proxy Statement and accompanying
proxy card. Whether you plan to attend the Meeting or not, we urge you to vote
your shares as soon as possible. Accordingly, please either sign and return the
accompanying proxy card in the postage-paid envelope or instruct us by
telephone or via the Internet as to how you would like your shares voted. This
will ensure voting of your shares if you are unable to attend the Meeting.
Whether you appoint a proxy by returning the enclosed proxy card, by telephone
or the Internet, if you attend the Meeting you may withdraw your proxy and vote
your own shares.

A copy of the Annual Report of the Company for the fiscal year ended February
25, 2000 accompanies this Notice.

By Order of the Board of Directors

Jon D. Botsford
Senior Vice President, General Counsel and
Secretary

Grand Rapids, Michigan
May 24, 2000
<PAGE>

STEELCASE INC.
901 44th Street SE
Grand Rapids, Michigan 49508

PROXY STATEMENT

Annual Meeting of Shareholders
To Be Held June 15, 2000

GENERAL INFORMATION

The Board of Directors (the "Board") of Steelcase Inc. ("Steelcase" or the
"Company") solicits your proxy for use at the Annual Meeting of Shareholders
(the "Meeting") to be held on Thursday, June 15, 2000, at 11:00 A.M. Eastern
Daylight Time, and at any adjournments, at the Company's Systems II Building
adjacent to Steelcase Corporate Headquarters at 1111 44th Street SE, Grand
Rapids, Michigan. This Proxy Statement and a proxy card are first being sent
to shareholders on or about May 24, 2000. All costs of solicitation will be
paid by the Company.

As of the close of business on May 1, 2000, the record date for determining
shareholders entitled to vote at the Meeting, there were outstanding
30,256,620 shares of Class A Common Stock and 120,730,205 shares of Class B
Common Stock. Each outstanding share of Class A Common Stock is entitled to
one vote on all matters that come before the Meeting. Each outstanding share
of Class B Common Stock is entitled to ten votes on all matters that come
before the Meeting.

HOW TO VOTE--PROXY INSTRUCTIONS

If you are a registered shareholder (that is, if you hold your Steelcase
stock directly in your name), you may vote by mail, telephone or the Internet.
To vote by mail, please complete, sign, date and return the accompanying proxy
card in the enclosed postage-paid envelope. To vote by telephone or the
Internet, follow the instructions on the proxy card. The deadline for voting
by phone or the Internet is 11:59 p.m. Eastern Daylight Time on June 14, 2000.

If you hold your stock in "street name" (that is, your shares are
registered in the name of a bank, broker or other nominee, which we will
collectively refer to as your "broker"), you must vote your shares in the
manner prescribed by your broker.

Whether you vote by mail, telephone or the Internet, you may specify
whether your shares should be voted for all, some or none of the nominees for
Director (Proposal 1 on the proxy card). You may also specify whether you
approve, disapprove or abstain on Proposal 2 regarding the proposed amendment
of the Steelcase Inc. Incentive Compensation Plan.

If you do not specify a choice, your shares will be voted FOR the election
of all nominees for Director as set forth under "Election of Directors"
(Proposal 1), FOR Proposal 2 and, with respect to any other matter that may
come before the Meeting, in the discretion of the holders of the proxy. As of
the date of this Proxy Statement, the Company does not know of any other
matter to be considered at the Meeting.

Sending in a proxy (whether by mail, telephone or the Internet) will not
affect your right to attend the Meeting and vote. A shareholder who gives a
proxy may revoke it at any time before the proxy is exercised by notifying the
Secretary of the Company in writing, by delivering to the Secretary of the
Company a later dated proxy, or by attending the Meeting and voting in person.

1
<PAGE>

Proposal 1.

ELECTION OF DIRECTORS

At the Meeting, three Directors are to be elected for a three year term
that will expire in 2003.

Unless otherwise instructed, the proxy holders intend to vote for the
election of David Bing, William P. Crawford, and Robert C. Pew III. The Board
believes that, if elected, each nominee will be able and willing to serve.
However, if any nominee should be unable or unwilling to serve as a director,
the Board may select a substitute nominee and, in that event, the proxy will
be voted for the person selected.

Information concerning each of the nominees, as well as each of the
Directors continuing in office, is set forth on the following pages. Effective
June 15, 2000, Vice Chairman Peter Wege will step down from the Board of
Directors, pursuant to the provision of the Company's bylaws that prohibits
Directors from standing for election after age 75.

Nominees For Election As Class II Directors For The Term Expiring In 2003

David Bing................... Mr. Bing has been Chairman of the Board of The
Director since 1998. Bing Group, a Detroit, Michigan based steel
service center, since 1980. Mr. Bing also
serves on the Board of Directors of DTE Energy
Company and Lear Corporation. Age 56.

William P. Crawford.......... After joining the Company in 1965, Mr. Crawford
Director since 1979. held various positions including President and
Chief Executive Officer, Steelcase Design
Partnership from 1991 until his retirement in
May, 2000. Mr. Crawford also serves on the
Board of Directors of Old Kent Financial
Corporation. Age 57.

Robert C. Pew III............ Since 1995, Mr. Pew has been the owner of Cane
Director since 1987. Creek Farm. From 1974 to 1984 and from 1988 to
1994, Mr. Pew held various positions at the
Company, including President of Steelcase
North America and Executive Vice President,
Operations. Age 49.

Directors Continuing in Office

Class III Directors For the Term Expiring in 2001

James P. Hackett............. Mr. Hackett has been President and Chief
Director since 1994. Executive Officer of the Company since 1994.
Mr. Hackett also serves on the Board of
Directors of Old Kent Financial Corporation.
Age 45.

Robert C. Pew II ............ From 1952 to 1999, Mr. Pew held various
Director since 1960. positions at the Company, including President
from 1966 to 1979, Chief Executive Officer
from 1966 to 1989, Chairman of the Board from
1974 to 1999, and Chairman Emeritus since
1999. Age 76.

P. Craig Welch, Jr........... Since 1999, Mr. Welch has been manager of Honzo
Director since 1979. LLC, an investment/venture capital limited
liability company. From 1967 to 1987, Mr.
Welch held various positions at the Company,
including Director of Information Services and
Director of Production Inventory Control. Age
55.

2
<PAGE>

Class I Directors For the Term Expiring in 2002

Earl D. Holton............... Mr. Holton has served as Chairman of the Board
Director since 1998. of the Company since March 1999. He has also
held a variety of positions with Meijer, Inc.,
a Grand Rapids, Michigan based operator of
food and general merchandise centers,
including President from 1980 until 1999. Mr.
Holton currently serves as Vice Chairman and
member of the Meijer, Inc. Board of Directors.
Mr. Holton also serves on the Board of
Directors of CMS Energy Corporation. Age 66.

David D. Hunting, Jr......... After joining the Company in 1948, Mr. Hunting
Director since 1960. held various positions, including Executive
Vice President, Subsidiaries, from 1981 until
his retirement in 1989. Age 73.

Frank H. Merlotti............ After joining the Company in 1961, Mr. Merlotti
Director since 1973. held various positions, including President
and Chief Operating Officer from 1980 and
Chief Executive Officer from 1988, in each
case until his retirement in 1991. Mr.
Merlotti also served as President and Chief
Executive Officer of the Company on an interim
basis for part of 1994. Age 73.

Peter M. Wege II............. Mr. Wege has been President of Greylock, Inc.,
Director since 1979. a venture capital firm, since 1990. From 1981
to 1989, he held various positions at the
Company, including President of Steelcase
Canada Ltd. Age 51.

Mr. Robert C. Pew II is the father of Robert C. Pew III and the uncle of
William P. Crawford and P. Craig Welch, Jr. Additionally, Messrs. Pew III,
Crawford and Welch are first cousins.

THE BOARD RECOMMENDS THE ELECTION OF

David Bing, William P. Crawford and Robert C. Pew III

INFORMATION CONCERNING MEETINGS OF THE BOARD OF DIRECTORS,
BOARD COMMITTEES AND DIRECTOR COMPENSATION

The Board held four meetings during the fiscal year ended February 25, 2000
("Fiscal 2000"). All Directors attended 75% or more of the aggregate number of
meetings of the Board and meetings of committees on which they served during
the year, except David Bing.

The Audit Committee reviews the financial information that will be provided
to shareholders and others, the systems of internal controls regarding
finance, accounting, legal compliance and ethics that management has
established and the Company's auditing, accounting and financial reporting
processes generally. The Committee, which held three meetings during Fiscal
2000, consists of David D. Hunting, Jr. (Chairman), David Bing and Earl D.
Holton.

The Compensation Committee makes general policy decisions relating to
compensation and benefits for the Company's employees and directors and
establishes the compensation of the President and Chief Executive Officer. The
Committee has delegated administration of the Company's compensation and
benefit plans to various Administrative Committees. The Committee, which held
four meetings during Fiscal 2000, consists of Frank H. Merlotti (Chairman),
James P. Hackett, Earl D. Holton, Robert C. Pew II, Robert C. Pew III, Peter
M. Wege II and P. Craig Welch, Jr.

The Executive Committee exercises all the powers of the Board when required
in the management of the business affairs and property of the Company during
intervals between regular meetings of the Board. The Committee, which had one
meeting during Fiscal 2000, consists of Frank H. Merlotti (Chairman), Robert
C. Pew II, James P. Hackett, Earl D. Holton, Robert C. Pew III and Peter M.
Wege II.

3
<PAGE>

Directors who are not compensated as employees of the Company receive an
annual retainer fee in the amount of $25,000, as well as additional payments
of $2,000 for each Board meeting attended and $1,000 for each Committee
meeting attended, except that the Chairman of each committee receives $1,500
for each committee meeting attended. In Fiscal 2000, the Board voted to
increase the Chairman's aggregate annual fee to $90,000. Directors who are
compensated as employees of the Company receive no additional compensation for
services rendered as a director. The Company also reimburses each Director for
out-of-pocket expenses incurred in connection with attending meetings of the
Board and its committees.

Each non-employee Director is eligible to participate in the Steelcase Inc.
Non-Employee Director Deferral Plan (the "Deferral Plan"). The Deferral Plan
permits each eligible Director to defer all or part of his retainer and/or
committee fees. The amount deferred is deemed invested in Steelcase Inc. Class
A Common Stock and/or the Kent Money Market Fund at the election of the
Director. See footnote 3 to the table under "Security Ownership of Management
and Directors."

All Directors are eligible to participate under the Steelcase Inc. Incentive
Compensation Plan. In Fiscal 2000, each non-employee director received a
nonqualified stock option for 5,000 shares, except Mr. Holton who received a
nonqualified option for 14,000 shares.

All Directors are eligible for healthcare coverage under the Steelcase Inc.
Restated Employee Benefit Plan. In addition, Robert C. Pew II, David D.
Hunting, Jr., Frank H. Merlotti and Robert C. Pew III currently receive or are
entitled to receive payments under supplemental retirement and/or deferred
compensation arrangements in effect at the time of their cessation of active
employment with the Company.

BENEFICIAL SECURITY OWNERSHIP

Security Ownership of Management and Directors

The following table sets forth information as to the beneficial ownership of
Steelcase common stock, as of May 1, 2000, by the Directors, the executive
officers named in the Summary Compensation Table on page 8 and all Directors
and executive officers as a group.

4
<PAGE>

(1) Each share of Class B Common Stock is convertible at the option of the
holder into one share of Class A Common Stock and is automatically
converted into a share of Class A Common Stock upon transfer to a person
who is not a Permitted Transferee (as defined in Steelcase's Second
Restated Articles of Incorporation). The number of shares of Class A
Common Stock and percentages contained under this heading do not account
for such conversion right.

(2) Pursuant to Securities and Exchange Commission ("SEC") regulations,
shares are deemed to be beneficially owned by a person if such person
directly or indirectly has or shares the power to vote or dispose of such
shares or the right to acquire the power to vote or dispose of such
shares within 60 days, including the right to acquire through exercise of
any option, warrant or right, whether or not such person has any
pecuniary interest in such shares.

(3) The numbers of shares shown in this column represent shares of Class A
Common Stock deemed to be credited to the respective directors' accounts
under the Steelcase Inc. Non-Employee Director Deferral Plan. Under that
plan, the directors are entitled to have all or a portion of their
director's fees deferred. Directors also have the right to have deferred
amounts deemed to be invested in shares of Class A Common Stock but have
no right to receive any shares and have no voting or dispositive power
over the shares.

(4) Includes 56,667 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days.

(5) Includes 1,667 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days.

(6) Includes (a) 20,000 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days and (b)
6,300 shares of Class B Common Stock held by trusts of which Mr. Black's
wife serves as trustee.

(7) Includes (a) 27,000 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days, (b)
9,498,208 shares of Class B Common Stock held by trusts of which Mr.
Crawford serves as co-trustee, (c) 59,225 shares of Class B Common Stock
held by Mr. Crawford's wife, (d) 254,836 shares of Class B Common Stock
held by a trust of which Mr. Crawford's wife serves as trustee, and (e)
51,957 shares of Class B Common Stock held by a trust of which Mr.
Crawford's wife serves as co-trustee.

(8) Includes (a) 106,667 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days and (b)
3,211 shares of Class B Common Stock held by Mr. Hackett's wife.

(9) Includes (a) 4,667 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days and (b)
3,000 shares of Class A Common Stock held jointly by Mr. Holton and his
wife.

(10) Includes (a) 1,667 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days, (b)
1,223,726 shares of Class B Common Stock held by a trust of which Mr.
Hunting serves as co-trustee and of which Mr. Hunting has the right to
revoke within 60 days, and (c) 1,230,352 shares of Class B Common Stock
held by a trust of which Mr. Hunting's wife serves as trustee.

(11) Includes (a) 67,667 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days and (b)
7,628 shares of Class B Common Stock held by a trust of which Mr.
Merlotti's wife serves as trustee.

(12) Includes (a) 1,667 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days, (b)
15,550,141 shares of Class B Common Stock held by trusts of which Mr. Pew
serves as co-trustee, (c) 1,720,087 shares of Class B Common Stock held
by a trust of which Mr. Pew's wife serves as co-trustee and of which Mr.
Pew has the right to revoke within 60 days, and (d) 3,556,885 shares of
Class B Common Stock held by a trust of which shares Mr. Pew has the sole
power to vote and Mr. Pew's wife shares the power to dispose.

5
<PAGE>

(13) Includes (a) 1,667 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days, (b) 2,000
shares of Class A Common Stock and 193,685 shares of Class B Common Stock
held by a trust of which Mr. Pew serves as co-trustee, (c) 193,871 shares
of Class B Common Stock held by Mr. Pew's wife, and (d) 834,400 shares of
Class B Common Stock held by a charitable foundation of which shares Mr.
Pew has the sole power to vote and dispose.

(14) Includes (a) 32,333 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days and (b)
152 shares of Class A Common Stock and 21,014 shares of Class B Common
Stock held by Mr. Rougier-Chapman's wife.

(15) Includes 29,333 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days.

(16) Includes (a) 1,667 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days, (b)
221,200 shares of Class A Common Stock and 338,928 shares of Class B
Common Stock held by The Wege Foundation of which Mr. Wege serves as one
of six trustees and has the power to appoint the other trustees, and (c)
20,050,323 shares of Class B Common Stock held by a trust of which shares
Mr. Wege has the power to block sales, of which shares Mr. Wege disclaims
beneficial ownership.

(17) Includes (a) 1,667 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days, (b)
369,148 shares of Class B Common Stock held by trusts of which Mr. Wege's
wife serves as trustee, (c) 96,600 shares of Class B Common Stock held by
a trust of which Mr. Wege's wife serves as co-trustee, and (d) 281,169
shares of Class B Common Stock held by a limited partnership of which Mr.
Wege and his wife are general partners. Excludes 221,200 shares of Class
A Common Stock and 338,928 shares of Class B Common Stock held by The
Wege Foundation of which Mr. Wege serves as one of six trustees, of which
shares Mr. Wege disclaims beneficial ownership.

(18) Includes (a) 1,667 shares of Class A Common Stock subject to issuance
pursuant to stock options which are exercisable within 60 days, (b)
3,760,976 shares of Class B Common Stock held by trusts of which Mr.
Welch serves as co-trustee, (c) 5,000 shares of Class A Common Stock held
jointly by Mr. Welch and his wife, (d) 274,350 shares of Class B Common
Stock held by trusts of which Mr. Welch's wife serves as trustee, (e)
100,287 shares of Class B Common Stock held by trusts of which Mr.
Welch's wife serves as co-trustee, and (f) 834,400 shares of Class B
Common Stock held by JCT Foundation, of which Mr. Welch is President and
Principal Manager.

(19) Includes (a) the shares described in notes (4) through (18) above (to the
extent included in the shares deemed to be beneficially owned by the
relevant directors and executive officers), (b) 50,834 shares of Class A
Common Stock subject to issuance pursuant to stock options which are
exercisable within 60 days, (c) 400 shares of Class A Common Stock held
jointly by one of the Executive Officers and his wife, and (d) 220 shares
of Class A Common Stock held jointly by one of the Executive Officers and
her husband.

Security Ownership of Certain Beneficial Owners

The following table sets forth information as to those persons believed by
management to be beneficial owners of more than 5% of the outstanding shares
of Steelcase Common Stock, as disclosed in reports received to date regarding
such ownership filed by such persons with Steelcase and the SEC in accordance
with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Other than those persons listed below and
certain Steelcase directors (as disclosed above under "Security Ownership of
Management and Directors"), Steelcase is not aware of any person, as such term
is defined in the Exchange Act, that owns more than 5% of Steelcase Common
Stock as of May 1, 2000.

6
<PAGE>

<TABLE>
<CAPTION>
Class A Common Stock(1) Class B Common Stock
------------------------- -------------------------
Amount and Nature Percent Amount and Nature Percent
of Beneficial of of Beneficial of
Name of Beneficial Owner Ownership(2) Class Ownership(2) Class
- ------------------------ ----------------- ------- ----------------- -------
<S> <C> <C> <C> <C>
Old Kent Financial
Corporation and
Old Kent Bank, as
trustee, agent or
custodian(3)............. 231,681 * 89,249,775 73.9
111 Lyon Street, N.W.
Grand Rapids, MI 49503
Charles C. Lundstrom, as
co-trustee of the
Peter Martin Wege
Trust(4)................ 0 * 20,050,323 16.6
45 Concho Circle
Sedona, AZ 86351
Allen I. Hunting, Jr.(5).. 0 * 8,441,404 7.0
2820 Pioneer Club Rd.
Grand Rapids, MI 49506
</TABLE>
- --------
* Less than 1%
(1) Each share of Class B Common Stock is convertible at the option of the
holder into one share of Class A Common Stock and is automatically
converted into a share of Class A Common Stock upon transfer to a person
who is not a Permitted Transferee (as defined in Steelcase's Second
Restated Articles of Incorporation). The number of shares of Class A
Common Stock and percentages contained under this heading do not account
for such conversion right. If, however, the number of shares of Class A
Common Stock beneficially owned by each shareholder was calculated to
account for the conversion of the shares of Class B Common Stock held by
such shareholder, the following shareholders would be deemed to
beneficially own the number of shares of Class A Common Stock and the
percentage of the total shares of Class A Common Stock listed after their
names as follows: ABJ Investments Limited Partnership: 4,476,491 shares,
12.9%; Mary W. Corl: 4,559,335 shares, 13.1%; Allen I. Hunting, Sr.:
4,476,491 shares, 12.9%; Anne Hunting: 5,158,883 shares, 14.6%; Helen J.
Hunting: 4,476,491 shares, 12.9%; James F. Hunting: 5,538,026 shares,
15.7%; William W. Idema: 3,823,990 shares, 11.2%; Olive Shores, Inc.:
4,476,491 shares, 12.9%; Catherine H. Osborne: 2,035,742 shares, 6.3%;
James C. Welch: 4,654,914 shares, 13.3%; and Kate P. Wolters: 2,128,385
shares, 6.6%.
(2) Pursuant to SEC regulations, shares are deemed to be beneficially owned by
a person if such person directly or indirectly has or shares the power to
vote or dispose of such shares or the right to acquire the power to vote
or dispose of such shares within 60 days, including the right to acquire
through exercise of any option, warrant or right, whether or not such
person has any pecuniary interest in such shares.
(3) Includes (a) 19,612,334 shares that Old Kent Financial Corporation and Old
Kent Bank have the sole power to vote, (b) 38,918,359 shares that Old Kent
Financial Corporation and Old Kent Bank share with others the power to
vote, (c) 19,602,384 shares that Old Kent Financial Corporation and Old
Kent Bank have the sole power to dispose, and (d) 54,956,930 shares that
Old Kent Financial Corporation and Old Kent Bank share with others the
power to dispose.
(4) Peter M. Wege, Vice Chairman of the Board and a director of Steelcase,
shares investment authority with respect to the Peter Martin Wege Trust.
(5) Includes 7,813,033 shares that Allen I. Hunting, Jr. shares with others
the power to vote and the power to dispose.

7
<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth the compensation for Fiscal 2000, 1999 and
1998 paid or awarded to the Company's Chief Executive Officer, each of its
four other most highly compensated executive officers and the individual
identified in footnote 7 to the table (collectively, the "Named Executive
Officers"):

Summary Compensation Table

<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------------ ------------------------
Awards Payouts
----------- ------------
Securities Long-Term
Fiscal Other Annual Underlying Incentive All Other
Name and Principal Position Year Salary(1) Bonus(2) Compensation(3) Options(4) Payouts(5) Compensation(6)
- --------------------------- ------ --------- ---------- --------------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
James P. Hackett......... 2000 $736,615 $ 421,989 $198,068 140,000 $ 1,776,394 $35,200
President and Chief 1999 $700,000 $ 864,500 $222,514 0 $ 1,332,420 $40,000
Executive Officer 1998 $603,894 $1,255,218 $ 88,460 300,100 $ 614,304 $20,000

Robert A. Ballard........ 2000 $489,846 $ 267,898 $ 90,925 80,000 $ 815,475 $35,200
President, Steelcase 1999 $465,231 $ 530,316 $ 89,506 0 $ 535,963 $38,530
North America 1998 $403,115 $ 726,971 $ 29,291 150,100 $ 203,406 $20,000

Alwyn Rougier-Chapman.... 2000 $305,846 $ 134,640 $ 45,308 40,000 $ 406,346 $35,200
Senior Vice President-- 1999 $296,769 $ 253,722 $ 51,820 0 $ 310,297 $40,000
Finance, Chief Financial 1998 $269,961 $ 382,520 $ 21,877 95,100 $ 151,921 $20,000
Officer

William P. Crawford...... 2000 $264,365 $ 104,742 $ 36,799 30,000 $ 330,038 $35,200
President and Chief 1999 $256,346 $ 194,810 $ 42,372 0 $ 253,726 $40,000
Executive Officer 1998 $244,952 $ 313,873 $ 17,161 85,000 $ 119,175 $20,000
Steelcase Design
Partnership

Robert W. Black.......... 2000 $264,462 $ 99,449 $ 35,703 30,000 $ 320,206 $35,200
Senior Vice President, 1999 $243,698 $ 185,294 $ 42,079 0 $ 251,968 $40,000
Steelcase International 1998 $239,700 $ 307,096 $ 16,862 50,100 $ 117,101 $20,000

James R. Stelter (7)..... 2000 $301,769 $ 132,880 $ 36,170 40,000 $ 324,393 $35,200
Senior Vice President 1999 $289,231 $ 245,365 $ 36,637 0 $ 219,383 $40,000
Sales, Marketing and 1998 $227,923 $ 291,839 $ 12,589 80,100 $ 87,422 $20,000
Dealer Alliances
</TABLE>
- --------
(1) Includes amounts withheld under the Steelcase Inc. 401(k) Retirement Plan
(the "401(k) Plan"), the Steelcase Inc. Deferred Compensation Plan (the
"Deferred Compensation Plan") and any applicable deferred compensation
agreement of the Named Executive Officer.
(2) Represents amounts paid from the annual component of the Steelcase Inc.
Management Incentive Plan ("MIP"). See "Compensation Committee Report on
Executive Compensation--Annual and Long-Term Incentive." This amount also
includes $280 for Fiscal 1998, which was the value of 10 shares of Class A
Common Stock granted to each of the Named Executive Officers and other
eligible employees in connection with the initial public offering (the
"IPO") of the Company's stock.
(3) Represents earnings for the fiscal year on the long-term amounts paid from
the MIP, based on the Company's annual return on equity. See "Compensation
Committee Report on Executive Compensation--Annual and Long-Term
Incentive."
(4) Represents the number of options granted in Fiscal 2000 and 1998 under the
Steelcase Inc. Incentive Compensation Plan (the "Incentive Compensation
Plan") and Steelcase Inc. Employee Stock Purchase Plan (the "Purchase
Plan"). The Fiscal 1998 options were granted in connection with the IPO.
Under the Purchase Plan, each eligible participant was given the right to
purchase up to 100 shares of Class A Common Stock at $23.80 per share,
which was 85% of the initial public offering price. Beneficial owners of
5% or more of the Company's stock, including Mr. Crawford, were not
eligible participants under the Purchase Plan.
(5) Represents amounts actually paid from the long-term component of the MIP.
See "Compensation Committee Report on Executive Compensation--Annual and
Long-Term Incentive."

8
<PAGE>

(6) Includes amounts contributed under the Steelcase Inc. Restoration
Retirement Plan, which became effective March 1, 1998. See "Restoration
Retirement Plan." Also includes contribution amounts made by the Company
to the Steelcase Inc. Employees' Profit-Sharing Retirement Plan (the
"Profit-Sharing Plan") and the Steelcase Inc. Money Purchase Plan (the
"Money Purchase Plan") defined contribution plans. The Compensation
Committee declares contributions to the plans at the end of each fiscal
year. The rate of contribution to the Profit-Sharing Plan for the plan
year 2000 was 6% and for each of the plan years 1999 and 1998 was 7.5% of
eligible compensation. A 5% contribution to the Money Purchase Plan is
required to be made by the Company each fiscal year. Pursuant to the
Company's 401(k) Plan, employees may make non-matching contributions.
Contributions to the Named Executive Officers were limited as required
under the Internal Revenue Code of 1986, as amended, and its regulations.
Account balances are invested in a trust managed by a trustee until
finally distributed. Under the Profit-Sharing and Money Purchase Plans,
there is a scaled vesting schedule beginning with 20% after three years
and full vesting after seven years. All of the Named Executive Officers
are 100% vested, except Mr. Black who is 80% vested. A participant is also
100% vested after attaining the earlier of normal retirement or
termination of employment due to death or total disability.
(7) Information regarding Mr. Stelter is included because he would have been
one of the four other most highly compensated Named Executive Officers if
not for the fact that he was not serving as an executive officer at the
end of Fiscal 2000.

Options

The following table sets forth information concerning options to acquire
Class A Common Stock granted under the Company's Incentive Compensation Plan
to the Named Executive Officers during Fiscal 2000.

Option Grants in Last Fiscal Year (1)

<TABLE>
<CAPTION>
Number of Percent of
Securities Total Exercise or Grant
Underlying Options Base Date
Options Granted Price Expiration Present
Name and Principal Position Granted to Employees ($/Share) Date Value (2)
- --------------------------- ---------- ------------ ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
James P. Hackett.......... 140,000 9.0% $13 15/16 3/24/09 $502,600
President and Chief
Executive Officer

Robert A. Ballard......... 80,000 5.1% $13 15/16 3/24/09 $287,200
President, Steelcase
North America

Alwyn Rougier-Chapman..... 40,000 2.6% $13 15/16 3/24/09 $143,600
Senior Vice President--
Finance,
Chief Financial Officer

William P. Crawford....... 30,000 1.9% $13 15/16 3/24/09 $107,700
President and Chief
Executive Officer
Steelcase Design
Partnership

Robert W. Black........... 30,000 1.9% $13 15/16 3/24/09 $107,700
Senior Vice President,
Steelcase International

James R. Stelter ......... 40,000 2.6% $13 15/16 3/24/09 $143,600
Senior Vice President,
Sales,
Marketing and Dealer
Alliances..............
</TABLE>
- --------
(1) The options vest at a cumulative rate of 33 1/3%, 66 2/3%, and 100% at the
end of each year during the three year period beginning with the date of
grant. Upon termination of employment due to retirement, the options
continue to vest as if employment continued and vested options must be
exercised within five years from the date of retirement. The options
become fully vested upon death or total disability and must be exercised
within one year from that date. All vested and unvested options are
forfeited in the event of a termination for gross misconduct or if the
executive engages in certain competitive activity. Upon termination of
employment for any other reason, vested options must be exercised within
90 days and any unvested options are forfeited. In no event may options be
exercised beyond the expiration date of

9
<PAGE>

March 24, 2009. The grant date value and the year-end value of each of
these options, using the Black-Scholes option pricing model (see note (2)
below), approximated $3.59 per share.

(2) The weighted average fair market value of the Company's stock options on
the date of grant approximated $3.59 per share. The value was determined
using the Black-Scholes option pricing model based upon the following
assumptions: an expected volatility of 31.6% of the market price of the
Class A Common Stock; an expected term to exercise of 4.0 years; a risk-
free rate of return of 5.2%; and an annual dividend yield of 3.1%. The
actual value of the options, if any, realized by an executive will depend
on the extent to which the market of the Class A Common Stock exceeds the
exercise price of the option on the date the option is exercised.
Consequently, there is no assurance that the value realized by the officer
will be at or near the estimated value above. These amounts should not be
used to predict stock performance.

Aggregated Option Exercises In Last Fiscal Year and Year-End Option Values

<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised in
Options at the Money Options at
Shares February 25, 2000 February 25, 2000(1)
Name and Principal Acquired on Value ------------------------- -------------------------
Position Exercise Received Exercisable Unexercisable Exercisable Unexercisable
- ------------------ ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James P. Hackett........ 0 $ 0 60,000 380,000 $ 0 $ 0
President and Chief
Executive
Officer

Robert A. Ballard....... 0 $0 30,000 200,000 $0 $0
President,
Steelcase North
America

Alwyn Rougier-Chapman... 0 $0 19,000 116,000 $0 $0
Senior Vice
President--
Finance, Chief
Financial Officer

William P. Crawford..... 0 $0 17,000 98,000 $0 $0
President and Chief
Executive
Officer Steelcase
Design
Partnership

Robert W. Black......... 0 $0 10,000 70,000 $0 $0
Senior Vice President,
Steelcase
International

James R. Stelter........ 0 $0 16,000 104,000 $0 $0
Senior Vice President,
Sales,
Marketing and Dealer
Alliances
</TABLE>
- --------
(1) As of the end of Fiscal 2000, the market value of the Steelcase Inc. Class
A Common Stock was less than the per share exercise prices for all options
granted.

10
<PAGE>

Long-Term Incentive Plan--Awards

The following table sets forth long-term compensation amounts earned by the
Named Executive Officers for Fiscal 2000.

Long-Term Incentive Plan--Awards in Fiscal 2000

<TABLE>
<CAPTION>
Performance Estimated
Period Future
Until Targeted
Name Maturation Payouts(1)
- ---- ----------- ---------
<S> <C> <C>
James P. Hackett......................................... 3 years $714,135
Robert A. Ballard........................................ 3 years $410,048
Alwyn Rougier-Chapman.................................... 3 years $161,568
William P. Crawford...................................... 3 years $128,018
Robert W. Black.......................................... 3 years $134,467
James R. Stelter......................................... 3 years $159,456
</TABLE>
- --------
(1) This amount represents the long-term component of compensation earned
under the MIP. Of such amount, 25% will be paid in the form of stock
options. See "Compensation Committee Report on Executive Compensation--
Annual and Long-Term Incentive."

Supplemental Plan

The Named Executive Officers are covered by the Steelcase Inc. 1994
Executive Supplemental Retirement Plan (the "Supplemental Plan"). This is an
unfunded plan under which benefits are to be paid directly by the Company to
officers of the Company who are designated from time to time by the
Compensation Committee to be plan participants. Benefits under the plan are
payable following retirement at age 65, or early retirement age when the age
plus years of service equal 80, or upon death of the participant. Benefits are
payable to the participant or the participant's surviving spouse. The amount
of the benefit includes the sum of (i) five annual payments equal to 70% of
the average base salary for the three consecutive calendar years prior to
retirement or death multiplied by the participant's vested percentage, and
(ii) 15 annual payments equal to $50,000 multiplied by the participant's
vested percentage. A participant's vested percentage is 20% after three
completed years of service while a participant and increases by 20% annually
until full vesting after seven completed years of service while a participant.
Benefits normally commence on the March 1 following the participant attaining
age 65 or death of the participant. In the event of early retirement and with
the approval of the Administrative Committee for the Supplemental Plan, the
participant may elect to receive earlier benefits in lower annual amounts and
ending on the date that the final payment would have been made had no earlier
benefits been elected.

Rights to receive benefits under the plan are forfeited upon the occurrence
of (i) termination of employment prior to reaching normal or early retirement,
(ii) termination for cause, (iii) death of the participant without a surviving
spouse or the death of the participant's surviving spouse following the death
of the participant, and (iv) a participant engaging in certain competitive
activity without the prior consent of the Administrative Committee for the
Supplemental Plan.

11
<PAGE>

The following table sets forth the estimated annual income benefits payable
upon satisfaction of Supplemental Plan requirements to each of the Named
Executive Officers, or his surviving spouse, during the five-year period
following the commencement of payments under the Supplemental Plan, assuming
that no early payment election is made:

Executive Supplemental Retirement Plan Table

<TABLE>
<CAPTION>
Years of Participation(1)
Average -----------------------------------------------------------------------
Base Salary 7 or
(Final 3 years) 3 4 5 6 more
- --------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$800,000 $122,000 $244,000 $366,000 $488,000 $610,000
750,000 115,000 230,000 345,000 460,000 575,000
700,000 108,000 216,000 324,000 432,000 540,000
650,000 101,000 202,000 303,000 404,000 505,000
600,000 94,000 188,000 282,000 376,000 470,000
550,000 87,000 174,000 261,000 348,000 435,000
500,000 80,000 160,000 240,000 320,000 400,000
450,000 73,000 146,000 219,000 292,000 365,000
400,000 66,000 132,000 198,000 264,000 330,000
350,000 59,000 118,000 177,000 236,000 295,000
300,000 52,000 104,000 156,000 208,000 260,000
250,000 45,000 90,000 135,000 180,000 225,000
200,000 38,000 76,000 114,000 152,000 190,000
</TABLE>
- --------
(1) These amounts are not subject to any deduction for Social Security or
other offsetting amounts.

For years six through 15, payments to each Named Executive Officer, or his
surviving spouse, will equal $50,000 for those with seven years of
participation, $40,000 for those with six years, $30,000 for those with five
years, $20,000 for those with four years and $10,000 for those with three
years. Early retirement, if approved, results in reduced annual payments.

As of the date of this Proxy Statement, the completed years of service while
a participant under the Supplemental Plan for each of the Named Executive
Officers are as follows: James P. Hackett 9, Robert A. Ballard 14, Alwyn
Rougier-Chapman 17, William P. Crawford 11, Robert W. Black 3, and James R.
Stelter 5.

Restoration Retirement Plan

Each Named Executive Officer is a participant in the Steelcase Inc.
Restoration Retirement Plan (the "Restoration Plan"). The Restoration Plan is
an unfunded defined contribution plan that is intended to restore retirement
benefits which would otherwise be paid under the Profit-Sharing Plan and the
Money Purchase Plan, but are lost as a result of the limitations on eligible
compensation under Internal Revenue Code Section 401(a)(17).

Each MIP participant for the full year, including each Named Executive
Officer, is an eligible participant under the Restoration Plan. Each year,
contributions to a Named Executive Officer's account are made at the same
combined rate of contribution for the plan year used in determining benefits
under the Profit-Sharing Plan and Money Purchase Plan. The eligible
compensation for purposes of determining the contribution amount to this plan
is the amount of base salary and annual bonus under the MIP that exceeds the
limit under the Internal Revenue Code Section 401(a)(17), but not in excess of
twice the limit. The Named Executive Officer's account balance is credited
each plan year with earnings equal to the rate of return on investments to the
Named Executive Officer's credit under the Profit-Sharing and Money Purchase
Plans for that same plan year.

12
<PAGE>

Benefits are payable from the Restoration Plan after termination of
employment subject to a vesting schedule. The vesting schedule is 20% after
three years of service and an additional 20% for each additional year of
service with 100% after seven years. Each of the Named Executive Officers has
more than 7 years of credited service and, thus, is 100% vested, except Mr.
Black who is 80% vested. Benefits are payable in lump sum or in annual
installments over four years. Benefits are forfeited if the Named Executive
Officer is terminated for cause as determined by the Compensation Committee,
or if the Named Executive Officer directly or indirectly engages in certain
competitive activity, without the prior consent of the Administrative
Committee for the Restoration Plan.

Deferred Compensation

Each Named Executive Officer, with the exception of Mr. Black and Mr.
Stelter, has entered into one or more deferred compensation agreements with
the Company. If the Named Executive Officer completes the deferrals and lives
until age 70, the Company will make corresponding annual payments to the Named
Executive Officer for 15 years commencing in the month of March after the
Named Executive Officer's 70th birthday. If the Named Executive Officer dies
before reaching age 70, the Company will make the above payments, in the same
manner and over the same time period, to the beneficiary designated by the
Named Executive Officer. If a Named Executive Officer is discharged for cause,
an amount equal to the compensation actually deferred, if any, will be paid to
the Named Executive Officer, without interest, in five equal annual payments
commencing after the discharge. Entitlement to payments under the agreements
is subject to a scaled vesting requirement during the five years following the
completed deferral period.

Each Named Executive Officer, with the exception of Mr. Crawford and Mr.
Stelter, is participating in the Deferred Compensation Plan. This is a non-
qualified plan under which the Named Executive Officer may defer up to 25% of
base salary and/or up to 50% of annual incentive under the MIP. The Named
Executive Officer may elect to have the deferral amount deemed invested among
eight different investment funds. Upon leaving the Company, the total amount
of deferral and investment earnings are paid to the Named Executive Officer in
accordance with his benefit election. The payment may be in a lump sum or
annual installments over 5 or 10 years.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. James P. Hackett, President and Chief Executive Officer of the Company,
is a member of the Compensation Committee. Other members of the Compensation
Committee who previously served as officers of the Company are Robert C. Pew
II, Robert C. Pew III, Peter M. Wege II and Frank H. Merlotti. Peter M. Wege
II, a member of the Compensation Committee, is the managing general partner of
a limited partnership that, pursuant to the standard terms of the Company's
share repurchase program (which is available to all shareholders), sold an
aggregate of 700,000 shares of Class B Stock to the Company during Fiscal
2000. The limited partnership received an aggregate of $13,275,000 as
consideration for the shares, which was calculated using the prevailing market
price on the New York Stock Exchange on the applicable purchase dates.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

General

The Compensation Committee (the "Committee") has developed an executive
compensation philosophy that is intended to:

. Attract and retain highly qualified, experienced and motivated
executives needed for the success of the Company;

. Provide for a total pay package to be competitive with a comparable
group of global industrial companies that are of similar size to the
Company;

. Reward executives based on the profitability of the Company; and

. Align executives' interests with the interests of the shareholders for
the long-term success of the Company.

13
<PAGE>

The Company values the contributions of all employees and shares rewards
through broad-based incentive arrangements to motivate teamwork for Company
success. Incentive opportunity for all employees is based on profitability
and, consistent with market practice, represents a larger percentage of total
pay at higher levels in the organization.

The Company also believes in limiting differences in benefit arrangements
among the various levels of employees. A financially secure retirement for
career employees is a key benefit objective which is possible only through
Company success.

On an annual basis, the Committee reviews the levels of executive base
salaries, annual and long-term incentives and benefits. The Committee also
reviews and approves any proposed changes to compensation philosophy.

As a result of the IPO, the Company qualifies for a three year exemption
from the Internal Revenue Code Section 162(m) requirement for full
deductibility of pay over $1 million. Accordingly, all pay opportunities
currently provided by the Company should qualify for full deductibility. The
Committee will continue to monitor the requirements for compliance with
Internal Revenue Code Section 162(m) as the end of the exemption period
approaches.

Base Salary

Base salaries are set in a context of total direct pay (base plus annual
incentive) such that total direct pay is targeted at the midpoint of market
levels of the comparable group. Annual salary comparisons are made through
position matching against data from the comparable group and supplemented with
other survey sources as necessary. All comparison data is regressed to the
Company's size whenever possible.

The Committee determines the base salary of Mr. James P. Hackett, the
Company's President and Chief Executive Officer. The Committee considers
market data from comparable companies, the financial performance and growth of
the Company, Mr. Hackett's leadership, and his establishment and
implementation of strategic direction of the Company in determining his base
salary. Mr Hackett establishes base salaries of the other Named Executive
Officers based on his assessment of individual performance and market data
from comparable companies. In determining compensation for Mr. Hackett or any
of the other Named Executive Officers, no particular weight was given to any
individual factor.

Annual and Long-Term Incentive

The Company's MIP creates annual and long-term incentive opportunities for
the Named Executive Officers and other key employees. The amount of both
annual and long-term bonus payments under the MIP are determined on the basis
of the Company's actual performance compared to the Company's targeted
performance as measured by economic value added ("EVA"). EVA is a profit
measurement that reflects all the costs of operating the Company as a
business, including the cost of capital.

At the beginning of each fiscal year, the Committee establishes target
incentives in the form of target percentages of base salary for annual and
long-term bonus payments. The Committee exercises discretion in establishing
these target percentages considering factors such as the midpoint of market
data for such incentives, the Company's historical and projected performance,
and the executive's tenure and individual performance. Actual incentive
percentage and the related incentive pay will be higher or lower than these
targets depending on the actual performance of the Company as measured by EVA.
At the end of a fiscal year, actual EVA performance is calculated and compared
to EVA targets. A bonus multiple is derived based two-thirds on the growth in
EVA and one-third on absolute EVA results. The bonus multiple is multiplied by
an employee's target annual and long-term incentive percentages to arrive at
the employee's actual incentive percentages. The actual incentive percentages
are multiplied by the base pay to determine an employee's annual and long-term
incentive payments for the fiscal year. For Fiscal 2000, EVA performance was
below targeted levels and, therefore, annual and long-term incentive amounts
were below targeted amounts.

14
<PAGE>

The annual incentives are paid in cash after the end of the fiscal year.
Effective March 1, 1999, the MIP long-term incentive earned is divided between
cash (75%) and stock options (25%) to further align the interests of MIP
participants with shareholders. The 75% cash portion of long-term incentive is
paid over three years in substantially equal payments beginning after the end
of the year following the year in which it is earned. The unpaid portion of
the long-term amount is adjusted at the end of each year based on the
Company's return on equity for that year. Return on equity for purposes of
this plan is calculated by dividing fiscal year net income plus or minus other
comprehensive income of the Company by beginning shareholders' equity. The
number of shares granted under the 25% stock option portion of long-term
incentives is determined by dividing the 25% portion of the MIP long-term
incentive by the value of such stock option determined as of the date of grant
under the Black-Scholes valuation method. The Black-Scholes value is an
estimate of the fair market value of a stock option on the date of grant. It
takes into consideration the volatility of the stock price, dividend return,
risk-free rate of return and the terms of the option relating to price and
when the options may be exercised.

There is no maximum payment under the MIP. Currently, Mr. Hackett has a
target annual incentive percentage of 65% and a target long-term incentive
percentage of 110%, which incentive percentages are the maximum permitted
under the MIP.

Stock Options

Stock options were granted in Fiscal 2000 to the Named Executive Officers.
These options were based on long-term incentive market data and the desire to
align the interests of management with the shareholders. The total of stock
options combined with MIP long-term cash incentives approximate the median
long-term incentive values provided by other comparable companies.

Benefits

To be competitive with other comparable companies, effective September 1,
1999, the Company adopted the Deferred Compensation Plan. The Plan permits
eligible participants, including the Named Executive Officers, to defer up to
25% of current base salary and/or up to 50% of annual MIP incentive before
income taxes. The participant elects how the deferral amounts will be deemed
invested among various investment funds selected by the Company. The total
amount of deferral plus investment earnings is paid to the participant or his
beneficiary after leaving the Company.

The Compensation Committee

Frank H. Merlotti (Chairman)
James P. Hackett
Earl D. Holton
Robert C. Pew II
Robert C. Pew III
Peter M. Wege II
P. Craig Welch, Jr.

15
<PAGE>

[GRAPH APPEARS HERE]

The following line graph compares (i) the cumulative total shareholder return
(i.e., the change in share price plus the cumulative amount of dividends, if
any, assuming dividend reinvestment, divided by the initial share price,
expressed as a percentage) on the Company's Class A Common Stock, with (ii) the
cumulative total return of the Standard & Poor's 500 Stock Index and with (iii)
the cumulative total return of an industry peer group (the "Peer Group") for
the period commencing on February 17, 1998, the effective date of the Company's
IPO, and ending on February 25, 2000. The Peer Group consists of Herman Miller,
Inc., Hon Industries Inc., and Kimball International Inc., each of which is
engaged in the manufacture of office furniture and believed by the Company to
have similar industry characteristics as the Company. Kimball International
Inc. has been added this year to the Peer Group in replacement of Knoll, Inc.,
which was removed from the Peer Group because it became a private company.

<TABLE>
<CAPTION>
2/17/98 2/27/98 2/26/99 2/25/00
------- ------- ------- -------
<S> <C> <C> <C> <C>
Steelcase Inc................................... 100.00 129.46 55.58 38.94
Standard & Poor's 500 Stock Index............... 100.00 103.49 121.78 132.47
Peer Group Index................................ 100.00 103.10 71.76 69.69
</TABLE>

Proposal 2.

PROPOSAL TO APPROVE AMENDMENT OF THE
STEELCASE INC. INCENTIVE COMPENSATION PLAN

In December 1997, the Board of Directors of the Company authorized and the
shareholders approved the Steelcase Inc. Incentive Compensation Plan (the
"Plan") for employees, Directors and other individuals (the "Participants").
The objectives of the Plan are to optimize the profitability and growth of the
Company through annual and long-term incentives which are consistent with the
Company goals and which link the personal interests of the Participants to
those of the Company's shareholders; to provide Participants with an incentive
for excellence in individual performance; to promote teamwork among
Participants; to provide flexibility to the Company to motivate, attract, and
retain the services of Participants who make significant contributions to the
Company's success; and to allow Participants to share in the success of the
Company.

16
<PAGE>

The Plan provides for grants or awards with respect to 6,284,727 shares of
the Company's Class A Common Stock. In Fiscal 1998, the Board awarded to
Participants options to purchase 2,661,000 shares plus another 149,540 shares
were granted to employees as a gift. In Fiscal 1999, the Board awarded
additional options to purchase 9,350 shares. In Fiscal 2000, the Compensation
Committee, through delegated authority from the Board, granted options to
purchase 1,555,500 shares. Additional options for 54,000 shares were granted
by the Board during Fiscal 2000 to the Company's non-employee Directors. Of
the awards made in Fiscal 1998 through Fiscal 2000, 221,650 options were
forfeited under the terms of the Plan. In March 2000, options were granted to
purchase 2,073,692 shares. At the present time, there are only 3,295 shares
remaining for future grants or awards under the Plan.

The Board of Directors proposes that the shareholders approve the Amendment
to the Plan to increase the number of shares available for grant or award
under the Plan by 8,000,000 shares, from a total of 6,284,727 shares to
14,284,729 shares.

The Board believes that the best interests of the Company would be served by
increasing the total number of shares covered by awards or grants available
under the Plan by an additional 8,000,000 shares. The Board believes that the
existing awards have enhanced the Company's position in the highly competitive
market for managerial and executive talent and have aligned the long-term
interests of participants with those of the shareholders. To remain
competitive, it is the judgment of the Board that the Amendment permitting the
allocation of additional shares should be adopted. The approval of the
Amendment, however, could have an "anti-takeover" effect, particularly if the
Company were to grant restricted stock awards which require no payment from
the recipient and with regard to change of control features which may apply to
awards or grants under the Plan.

The following is a summary of the material provisions of the Plan. The
summary is qualified in its entirety by the specific language of the Plan,
which has been previously filed with the Securities and Exchange Commission.

Administration

The Compensation Committee (the "Committee") of the Board administers the
Plan. The Committee has the power to select the employees and other
individuals who will participate in the Plan; determines the size and types of
awards; determines the terms and conditions of any award consistent with the
Plan; interprets the Plan and any agreement or instrument entered into under
the Plan; establishes, amends, or waives rules and regulations for the Plan's
administration; and amends the terms and conditions of any outstanding award
as provided under the Plan. The Board of Directors determines the Directors
who will participate in the Plan and the size and type of their awards. At the
time of the IPO, stock awards were granted under the Plan to almost all of the
persons then employed by the Company and certain subsidiaries. Since then, the
Plan has been administered so that, generally, only management of the Company
and its subsidiaries (usually participants in the MIP and management personnel
of Steelcase Strafor) have been eligible to participate. As so administered,
the Plan currently has 618 Participants, including all nine non-employee
Directors.

Types of Awards

Subject to the terms of the Plan, the Committee or Board may grant to
Participants stock options, stock appreciation rights, shares of restricted
stock, performance shares, performance units and cash-based awards, phantom
shares or other share-based awards.

Stock Options. Options granted under the Plan may be Incentive Stock Options
("ISOs") meeting the definition of an incentive stock option under Section 422
of the Internal Revenue Code (the "Code") or nonqualified options which do not
meet the definition. The award will be evidenced by an award agreement that
specifies the option price, duration of the option, the number of shares to
which the option pertains, termination and transferability rights and other
provisions as the Committee or Board may determine to be appropriate. The
option price for each grant will be at least equal to 100% of the opening
price on the New York Stock Exchange on the date of grant (the "Fair Market
Price"). The exercise period of the option will be determined by the Committee
or Board, but no option is exercisable later than the tenth anniversary date
of its grant. In the event

17
<PAGE>

of termination of employment, the options may be exercised in accordance with
the terms outlined in the award agreement. The maximum aggregate number of
shares that may be granted in the form of stock options under any award in any
one fiscal year to any one Participant is 500,000 shares.

Stock Appreciation Rights (SARs). The Committee may grant SARs under the
Plan, either in tandem with stock options or freestanding and unrelated to
options. In either case, the form of payment of an SAR will be determined by
the Committee, and may be in shares of Class A Common Stock, cash, or a
combination of the two. The grant price of a freestanding SAR will be the Fair
Market Price. The grant price of tandem SARs will equal the option price of
the related option. Tandem SARs may be exercised for all or part of the shares
subject to the related option upon surrender of the right to exercise the
equivalent portion of the related option. Freestanding SARs may be exercised
upon whatever terms and conditions the Committee or Board imposes. Each SAR
will be evidenced by an award agreement that will specify the grant price, the
term of the SAR and other provisions as the Committee or Board may determine
to be appropriate. The term of the SAR will be determined by the Committee or
Board, but will not exceed ten (10) years. Upon exercise of an SAR, a
Participant will be entitled to receive payment from the Company in an amount
determined by multiplying (i) the difference between the fair market value of
a share on the exercise date and the grant price, by (ii) the number of shares
with respect to which the SAR is exercised. The maximum aggregate number of
shares that may be granted in the form of SARs under any award in any one
fiscal year to any one Participant is 500,000 shares.

Restricted Stock. Each grant of restricted stock under the Plan will be
evidenced by an award agreement that will specify the period(s) of
restriction, the number of shares and other provisions that the Committee or
Board may determine to be appropriate. The Committee or Board has the
authority to impose any conditions or restrictions including, without
limitation, a requirement for the Participant to pay a stipulated price for
the each share, restrictions upon the achievement of specific Company
performance goals, time-based restrictions on vesting following the attainment
of performance goals, and/or restrictions under federal or state securities
laws. Although recipients may be granted full voting rights and receive
dividends on the shares during the period of restriction, they will not have
the right to sell or otherwise transfer the shares during the applicable
period of restriction or until earlier satisfaction of other conditions
imposed by the Committee in its sole discretion. The maximum aggregate number
of shares that may be granted in the form of restricted stock under any award
in any one fiscal year to any one Participant is 200,000 shares.

Performance Shares/Performance Units and Cash-Based Awards. Each performance
unit granted under the Plan will have an initial value determined by the
Committee or Board at the time of grant. Each performance share granted under
the Plan will have an initial value equal to the Fair Market Value of a share.
The Committee or Board will set performance goals, which if met, will
determine the number and/or value of performance shares or performance units
or cash-based awards that would be paid to the Participant. Participants may
be granted full voting rights and receive dividends on the performance shares
and/or units during the performance period. The maximum aggregate payout
(determined at the end of the applicable performance period) with respect to
awards of performance shares or performance units or cash-based awards granted
in any one fiscal year to any one Participant is 250,000 shares.

Phantom Shares. Each phantom share granted under the Plan will have an
initial value equal to the Fair Market Price on the date of grant. The
Committee or Board may determine the terms and conditions of the award
including any vesting provisions. The holder of any vested phantom shares will
be entitled to receive payout on the number of and value of phantom shares
earned by the participant over the performance period. Participants may be
granted the right to receive dividends on the phantom shares that have been
earned but not yet distributed. The maximum aggregate payout (determined at
the end of the applicable performance period) with respect to phantom shares
granted in any one fiscal year to any one Participant is 250,000 shares.

Other Share-Based Awards. Subject to the terms of the Plan, the Committee or
Board may grant other share-based awards under the Plan including, without
limitation, those awards under which shares are acquired or may be acquired in
the future. The Committee or Board, in its sole discretion, will determine the
terms and conditions of these awards. The maximum aggregate number of shares
that may be granted in the form of other share-based awards under any award in
any one fiscal year to any one Participant is 200,000 shares.

18
<PAGE>

Adjustments

The Plan provides for appropriate adjustments in the number of shares of
Class A Common Stock subject to awards and available for future awards in the
event of changes in outstanding Class A Common Stock by reason of a merger,
stock split or certain other events. In case of a change of control of the
Company, as defined in the Plan, outstanding options will become immediately
exercisable and will remain exercisable throughout their entire term and
restriction periods and restrictions imposed on shares of restricted stock
will immediately lapse.

Nontransferability

Except as otherwise provided in a Participant's award agreement, awards may
not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
In addition, except as otherwise provided in a Participant's award agreement,
a Participant's rights under the Plan will be exercisable during the
Participant's lifetime only by the Participant or the Participant's legal
representative.

Amendment, Modification and Termination of the Plan

The Board may at any time amend, suspend, or terminate the plan in whole or
in part, provided that no amendment will be made without shareholder approval
if such approval is necessary to comply with any applicable tax or regulatory
requirements. However, no termination, amendment, or modification of the Plan
will adversely affect in any material way any award previously granted under
the Plan, without the written consent of the Participant holding such award.

Federal Income Tax Consequences

Options. With respect to options which qualify as ISOs, a Participant will
not recognize income for federal income tax purposes at the time ISOs are
granted or exercised. If the Participant disposes of shares acquired by
exercise of an ISO either before the expiration of two years from the date the
options are granted or within one year after the issuance of shares upon
exercise of the ISO (the "holding periods"), the Participant will recognize in
the year of disposition: (i) ordinary income, to the extent that the lesser of
either (A) the fair market value of the shares on the date of option exercise,
or (B) the amount realized on disposition, exceeds the option price; and (ii)
capital gain, to the extent the amount realized on disposition exceeds the
fair market value of the shares on the date of option exercise. If the shares
are sold after expiration of the holding periods, the Participant generally
will recognize capital gain or loss equal to the difference between the amount
realized on disposition and the option exercise price.

With respect to nonqualified options, the Participant will recognize no
income upon grant of the option, and, upon exercise, will recognize ordinary
income to the extent of the excess of the fair market value of the shares on
the date of option exercise over the amount paid by the Participant for the
shares. Upon a subsequent disposition of the shares received under the option,
the Participant generally will recognize capital gain or loss to the extent of
the difference between the fair market value of the shares at the time of
exercise and the amount realized on the disposition.

In general, the Company will receive an income tax deduction at the same
time and in the same amount which is taxable to the employee as compensation,
as long as the amount constitutes reasonable compensation and the Company
satisfies applicable federal income tax withholding requirements, and except
as provided below under the heading "Section 162(m)." To the extent a
Participant realizes capital gains, as described above, the Company will not
be entitled to any deduction for federal income tax purposes.

SARs. The recipient of a grant of SARs will not realize taxable income and
the Company will not be entitled to deduction with respect to such grant on
the date of such grant. Upon the exercise of an SAR, the recipient will
realize ordinary income equal to the amount of cash (including the amount of
any taxes withheld) and the fair market value of any shares received at the
time of exercise. The Company will be entitled to a corresponding deduction,
equal to the amount of income realized, as long as the amount constitutes
reasonable compensation and the Company satisfies applicable federal income
tax withholding requirements.

19
<PAGE>

Restricted Stock. A Participant granted shares of restricted stock under the
Plan is not required to include the value of the shares in ordinary income
until the first time the Participant's rights in the shares are transferable
or are not subject to substantial risk of forfeiture, whichever occurs
earlier, unless the Participant timely files an election under Section 83(b)
of the Code to be taxed at the time of receipt of the shares. In either case,
the Participant will, at the time the shares vest, realize ordinary income in
an amount equal to the fair market value of the shares and any cash received
at the time of vesting, and the Company will be entitled to a corresponding
deduction for federal income tax purposes, as long as the amount constitutes
reasonable compensation and the Company satisfies applicable federal income
tax withholding requirements. Dividends paid to the Participant on the
restricted stock during the restriction period will generally be treated as
ordinary income to the Participant and deductible as such by the Company.

Performance Units, Performance Shares, Cash-Based Awards and Phantom
Shares. The recipient of a grant of performance units, performance shares,
cash based awards or phantom shares will not realize taxable income, and the
Company will not be entitled to a deduction, with respect to such grant on the
date of such grant. Upon the payout of such award, the recipient will realize
ordinary income and the Company will be entitled to a corresponding deduction,
equal to the amount of cash or stock received, as long as the amount
constitutes reasonable compensation and the Company satisfies applicable
federal income tax withholding requirements.

Other Share-Based Awards. The recipient of a grant of a share-based award
will not realize taxable income, and the Company will not be entitled to a
deduction, with respect to such grant on the date of such grant. The recipient
will realize ordinary income for the amount of stock received less any amount
paid for such stock, and the Company will be entitled to a corresponding
deduction, at such time as the shares become transferable or are not subject
to a substantial risk of forfeiture, whichever occurs earlier.

Section 162(m). Under Section 162(m) of the Code, compensation paid to
certain executives in excess of $l million for any taxable year is not
deductible unless an exemption from such rules exists. Based on certain
transaction rules, however, compensation paid under the Plan will not be
subject to this limitation until the earlier of (i) the first shareholder
meeting on or after January l, 2002; (ii) the expiration of the Plan; (iii)
the material modification of the Plan; or (iv) the issuance of all shares of
Class A Common Stock allocated under the Plan. After such time, compensation
paid by the Company in excess of $l million for any taxable year to "Covered
Employees" will generally be deductible by the Company or its affiliates for
federal income tax purposes if it is based on the performance of the Company,
is paid pursuant to a plan approved by shareholders of the Company, and meets
certain other requirements. Generally, "Covered Employee" under Section 162(m)
means the chief executive officer and the four other highest paid executive
officers of the Company as of the last day of the taxable year.

Golden Parachute Payments. In various circumstances, when a Participant
receives payment of his or her options upon a change of control of the
Company, the Participant may be required to pay an excise tax provided for in
Sections 280G and 4999 of the Code. This excise tax applies only if the total
amount received by a Participant as a result of the change in control of the
Company exceeds three times the Participant's annual compensation.

Accounting Treatment

The Company does not record compensation expense for the grant or the
exercise of an ISO or a nonqualified option under the Plan if the exercise
price of the option is equal to the fair market value of the stock as of the
grant date. However, the Company does disclose the value of such options in
the consolidated financial statements of the Company. If the exercise price
were to be below the fair market value of the stock on the date of grant, the
Company would record compensation expense equal to the difference between the
fair market value of the stock and the exercise price.

Restricted stock awards require the Company to record compensation expense
in the amount of the initial fair market value of the restricted stock amounts
over the restricted period.

SARs, performance shares, performance units and phantom shares require the
Company to record compensation expense each year in the amount of the
appreciation in the value of such rights or interests. In each case, the
charge is based on the difference between the fair market value of the common
stock

20
<PAGE>

on the date of grant and the current market price of the common stock. In the
event of a decline in the market price of the common stock subsequent to the
recognition of compensation expense related to the estimated costs of such
rights or interests, reversal of the prior expense is made in the amount of
such decline, not to exceed the aggregate amount of the compensation expense
previously recorded.

Option Grants Under the Plans
Benefits payable or amounts that will be granted under the Plan after the
effective date of the proposed Amendment are not determinable at this time.
The following table, however, sets forth certain information as to options
granted under the Plan during the fiscal year ended February 25, 2000 and
during the period from February 26, 2000 through May 1, 2000:

NEW PLAN BENEFITS
Steelcase Inc. Incentive Compensation Plan

<TABLE>
<CAPTION>
Number of Common Number of Common
Shares Subject to Options Shares Subject to Options
Granted Under the Plan Granted Under the Plan
In the Fiscal Year Ended From February 26,
Name and Position February 25, 2000 2000 to May 1, 2000
- ----------------- ------------------------- -------------------------
<S> <C> <C>
James P. Hackett........... 140,000 185,703
President and Chief
Executive Officer
Robert A. Ballard.......... 80,000 63,539
President, Steelcase North
America
Alwyn Rougier-Chapman...... 40,000 38,605
Senior Vice President--
Finance, Chief Financial
Officer
William P. Crawford........ 30,000 15,588
President and Chief
Executive Officer,
Steelcase Design
Partnership
Robert W. Black............ 30,000 39,737
Senior Vice President,
Steelcase International
James R. Stelter........... 40,000 31,945
Senior Vice President,
Sales, Marketing and
Dealer Alliances
All current Executive
Officers as a group (9
persons).................. 364,500 448,516
All current Directors who
are not Executive Officers
as a group (9 persons)
(1)....................... 54,000 64,955
All employees (including
officers) who are not
Executive
Officers as a group (2)... 1,191,000 1,560,221
</TABLE>
- --------
(1) Includes (a) 5,000 shares subject to options granted during Fiscal 2000 to
each of David Bing and Robert C. Pew III, nominees for election as
Director at the Meeting and (b) 5,586 shares subject to options granted to
each of Mr. Bing and Mr. Pew during the period from February 26, 2000 to
May 1, 2000. Excludes shares subject to options granted to William P.
Crawford, the other nominee for election as Director at the Meeting,
because Mr. Crawford's options were granted while he was an executive
officer of the Company; such options are described above opposite his
name.
(2) Number of persons are 517 for the Fiscal Year Ended February 25, 2000, and
618 for the period February 26, 2000 to May 1, 2000.

The dollar values of such options cannot be determined because they depend
on the market value of the underlying shares on the date of exercise.

The Board of Directors recommends a vote FOR approval of the proposed
Amendment to the Steelcase Inc. Incentive Compensation Plan, and your proxy
will be so voted unless you specify otherwise.

21
<PAGE>

OTHER MATTERS

Voting

Michigan law and the Company's By-laws require the presence of a quorum for
the Meeting, defined here as the holders of a majority of the voting power
entitled to vote, present in person or represented by proxy. Withheld votes
and abstentions will be counted in determining whether a quorum has been
reached.

Assuming a quorum has been reached, a determination must be made as to the
results of the vote on each matter submitted for shareholders' approval. The
director nominees must receive a plurality of the votes cast at the Meeting
for the election of directors. The proposed amendment to the Incentive
Compensation Plan must receive a majority of the votes cast at the Meeting for
such matter. With regard to either matter, abstentions and withheld votes will
not count as votes cast at the Meeting for that matter.

Under the rules of the New York Stock Exchange ("NYSE"), brokers who hold
shares on behalf of their customers (shares held in street name), have the
authority to vote on certain items when they have not received instructions
from beneficial owners. However, brokers are not authorized to vote on "non-
routine" matters if they do not receive instructions from beneficial owners
("Broker Non-votes"). Under NYSE rules, the election of directors is a
"routine" matter. Therefore, brokers holding shares in street name for their
customers may vote, in their discretion, on behalf of any customer who does
not furnish voting instructions with regard to the election of directors. On
the other hand, the proposed amendment to the Incentive Compensation Plan is a
"non-routine" matter. Broker Non-votes with regard to the proposed amendment
will not be treated as votes cast in determining the outcome of the vote for
that matter.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's directors and
officers, and persons who beneficially own more than 10% of a registered class
of the Company's equity securities, to file initial reports of ownership and
changes in ownership of shares of Common Stock with the Securities and
Exchange Commission. Directors, officers and greater than 10% beneficial
owners are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) reports they file. Based
on its review of the copies of such reports received by it, or written
representations from certain reporting persons that no Forms 5 were required
for those persons, the Company believes that, from February 26, 1999 through
February 25, 2000, its directors, officers and 10% beneficial owners complied
with all applicable filing requirements; except that David D. Hunting, Jr.
filed one report covering a conversion of shares of Class B Common Stock into
shares of Class A Common Stock after the due date, and William P. Crawford
filed amendments to three reports after the applicable due dates to report his
beneficial ownership of additional shares through two trust accounts.

Solicitation of Proxies

The cost of soliciting proxies will be borne by the Company and the
solicitation will be made by use of the mails, personally or by telephone or
telegraph by officers, directors and regular employees of the Company and its
subsidiaries who will not be additionally compensated therefor. The Company
will also reimburse banks, brokers, nominees and other fiduciaries who have
been requested to forward the proxy material for reasonable expenses incurred
by them in forwarding such material to the beneficial owners of the Company's
Class A Common Stock.

Independent Auditors

The Company has been advised that representatives of BDO Seidman, LLP, the
Company's independent auditors in Fiscal 2000, will attend the Meeting, will
have an opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions.

22
<PAGE>

Shareholder Proposals

Neither the Company nor the members of its Board of Directors intend to
bring before the Meeting any matters other than those set forth in the Notice
of Annual Meeting of Shareholders, and they have no present knowledge that any
other matter will be presented for action at the Meeting by others. If any
other matter properly comes before the Meeting, however, it is the intention
of the persons named in the enclosed form of proxy to vote in accordance with
their best judgment.

Shareholder proposals to be presented at the Company's 2001 Annual Meeting
of Shareholders must be received by the Secretary of the Company, at the
Company's principal executive offices, 901 44th Street SE, Grand Rapids,
Michigan 49508, no later than January 18, 2001, to be considered for inclusion
in the Company's Proxy Statement and proxy related to that meeting. Such
proposals should be sent by certified mail, return receipt requested.

Shareholder proposals to be presented at the Company's 2001 Annual Meeting
of Shareholders, but that are not intended to be considered for inclusion in
the Company's Proxy Statement and proxy related to that meeting, must be
received by the Company no later than April 2, 2001 to be considered timely.
Such proposals should be sent to the Company's Secretary at the Company's
principal executive offices, 901 44th Street SE, Grand Rapids, Michigan 49508,
by certified mail, return receipt requested. If the Company does not have
notice of the matter by that date, the Company's form of proxy in connection
with that meeting may confer discretionary authority to vote on that matter,
and the persons named in the Company's form of proxy will vote the shares
represented by such proxies in accordance with their best judgment.

By Order of the Board of Directors

Jon D. Botsford
Senior Vice President, General
Counsel and Secretary

Grand Rapids, Michigan
May 24, 2000

23
<PAGE>

Dear Shareholder:

Please take note of the important information enclosed with this Proxy. The
Annual Meeting of Shareholders will be held on Thursday, June 15, 2000, at 11:00
a.m. Eastern Daylight Time at the Steelcase Inc. Systems II Building adjacent to
Steelcase Corporate Headquarters, located at 1111 44th Street, SE, Grand Rapids,
Michigan.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on the proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return it in the enclosed postage paid
envelope. You may also designate your proxy by the Internet or telephone by
following the instructions on the reverse side.

Thank you in advance for your prompt consideration of this matter.

Sincerely,

Steelcase Inc.

DETACH HERE
- --------------------------------------------------------------------------------

PROXY

STEELCASE INC.

901 44th Street SE
Grand Rapids, Michigan 49508

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
JUNE 15, 2000

The undersigned appoints Robert C. Pew II, Earl D. Holton, and James P.
Hackett, individually and with full power of substitution and resubstitution, as
such shareholder's proxy to vote all the outstanding shares of Class A Common
Stock and/or Class B Common Stock of STEELCASE INC. held by the undersigned at
the Annual Meeting of Shareholders to be held on June 15, 2000 or any
adjournment thereof.

If shares of Steelcase Inc. Common Stock are issued to or held for the
account of the undersigned under the Steelcase Inc. 401(k) Retirement Plan (the
"Plan"), then the undersigned hereby directs Old Kent Bank, as Trustee under the
plan, to vote all shares of Steelcase Inc. Common Stock in the undersigned's
name and/or account under the Plan in accordance with the Instructions given
herein, at the Annual Meeting and at any adjournments or postponements thereof,
on all matters properly coming before the Annual Meeting, including but not
limited to the matters set forth on the reverse side.

This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder(s). If no contrary direction is made, the shares will
be voted "FOR" election of all nominees named on this proxy as directors, "FOR"
approval of the proposal identified on this proxy and in the discretion of the
proxies on any other matters that may properly come before the meeting.

SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE SIDE
<PAGE>

[STEELCASE LOGO] VOTE BY MAIL -
Mark, sign and date your proxy card and
return it in the postage-paid envelope we've
provided or return to Steelcase Inc., c/o
ADP, 51 Mercedes Way, Edgewood, NY 11717.

VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting
instructions anytime before 11:59 p.m.
Eastern Daylight Time on June 14, 2000 and
for electronic delivery of information. Have
your proxy card in hand when you access the
web site. You will be prompted to enter your
12-digit Control Number which is located
below to obtain your records and create an
electronic voting instruction form.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit
your voting Instructions anytime before
11:59 p.m. Eastern Daylight Time on June 14,
2000. Have your proxy card in hand when you
call. You will be prompted to enter your 12-
digit Control Number which is located below
and then follow the simple instructions the
Vote Voice provides you.

THANK YOU FOR VOTING

<TABLE>
<CAPTION>
<S><C>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
STEEL1 KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
STEELCASE INC.

The Board of Directors recommends a vote FOR the
following actions or proposals. If you sign and To withhold authority to vote for
return this card without marking, this proxy card less than all the nominees, mark
will be treated as being FOR each proposal. For Withhold For All "For All Except" and write the
All All Except nominee's number on the line below.
1. Electing three directors to serve for the applicable
term of their class and until their successors have [ ] [ ] [ ]
been duly elected and qualified; and -------------------------------------

01) David Bing
02) William P. Crawford
03) Robert C. Pew III For Against Abstain

2. Approving the proposed amendment of the Steelcase Inc. Incentive Compensation Plan to Increase the [ ] [ ] [ ]
number of shares available for grant or award by 8,000,000.

MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]

MARK HERE FOR ADDRESS CHANGE AND INDICATE
CHANGES TO ADDRESS AT RIGHT [ ]

Please sign exactly as your name appears hereon, including
any official position or representative capacity.

------------------------------------------------- --------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>
<PAGE>

STEELCASE INC.

Appendix To Proxy Statement

The following documents are being filed pursuant to Instruction 3 to
Item 10 of Schedule 14A:

1. Steelcase Inc. Incentive Compensation Plan (filed herewith by
incorporation by reference to Exhibit #10.5 to the Company's
Registration Statement on Form S-1 (333-41647) as filed with the
Securities and Exchange Commission on December 5, 1997)

2. First Amendment to the Steelcase Inc. Incentive Compensation Plan

3. Proposed Second Amendment to the Steelcase Inc. Incentive
Compensation Plan

<PAGE>

FIRST AMENDMENT
TO THE
STEELCASE INC.
INCENTIVE COMPENSATION PLAN
- --------------------------------------------------------------------------------

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:

<PAGE>

"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

<PAGE>

SECOND AMENDMENT
TO THE
STEELCASE INC.
INCENTIVE COMPENSATION PLAN

- --------------------------------------------------------------------------------

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 approved amendment of the Plan to
increase the number of shares available under the Plan by eight million
(8,000,000).

NOW THEREFORE, IN CONSIDERATION OF THE PREMISES, the first paragraph of
Section 4.1 of the Plan is amended, effective as of the date approved by a vote
of the shareholders, to read as follows:

"4.1. NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to
adjustment as provided in Section 4.2 herein, the number of Shares
hereby reserved for issuance to Participants under the Plan shall be
fourteen million, two hundred eighty-four thousand, seven hundred
twenty-seven (14,284,727) Shares (one hundred fifty thousand (150,000)
of which were designated for a special one-time grant of shares to
Participants on the IPO Date); no more than two million (2,000,000) of
which may be granted in the form of Restricted Shares. Shares available
under the Plan shall be now or hereafter issued or authorized but
unissued. The Board shall determine the appropriate methodology for
calculating the number of shares issued in pursuance of the Plan.
Unless and until the Board determines that an Award to a Covered
Employee shall not be designed to comply
<PAGE>

with the Performance-Based Exception, the following rules shall apply
to grants of such Awards under the Plan:"

IN WITNESS WHEREOF, the Company has caused this Second Amendment to the
Steelcase Inc. Incentive Compensation Plan to be executed by its duly authorized
officer this _________ day of _______________, 2000.

STEELCASE INC.

By:
------------------------------

Its:
--------------------------