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                                                               EXECUTIVE VERSION

                                                                    EXHIBIT 4.37

                        THIRD AMENDMENT TO LOAN AGREEMENT


                  THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment"),
dated as of November 5, 2002, is by and among Steelcase SAS, a Societe par
Actions Simplifiee organized and existing under the laws of the Republic of
France (the "Borrower"), Steelcase Inc., a Michigan corporation (the
"Guarantor"), and Societe Generale, a bank organized and existing under the laws
of the Republic of France, acting through its Chicago Branch (the "Lender").

                  WHEREAS, the Borrower, the Guarantor and the Lender are
parties to that certain Loan Agreement dated as of April 9, 1999, as amended by
that certain First Amendment to Loan Agreement dated as of June 15, 2001, and as
further amended by that certain Second Amendment to Loan Agreement dated as of
November 9, 2001 (as further amended hereby and from time to time hereafter
amended, restated, supplemented or otherwise modified and in effect, the "Loan
Agreement"), pursuant to which the Lender has made certain loans to the
Borrower; and

                  WHEREAS, the Borrower and the Guarantor have requested that
the Lender amend certain provisions of the Loan Agreement, and the Lender is
willing to so amend the Loan Agreement pursuant to the terms and conditions set
forth in this Amendment.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, the parties hereto agree as follows:

                  1.  Defined Terms. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Loan Agreement.

                  2.  Amendment of Loan Agreement. The Loan Agreement is hereby
amended as follows:

                  (a) Section 1 of the Loan Agreement is amended by inserting
the following new definition therein in alphabetical order:

                      "SFSI" shall mean Steelcase Financial Services Inc., a
                      Michigan corporation, and a wholly-owned Subsidiary of the
                      Guarantor.

                  (b) The definition of "Debt" in Section 1.15 is hereby amended
to add the parenthetical phrase "(other than trade accounts payable arising in
the ordinary course of business no more than 60 days past due)" after the phrase
"property or services" in clause (i) thereof.

                  (c) Section 10.1.1 is hereby amended in its entirety to read
as follows:

                      "10.1.1      Liens, Etc. The Guarantor will not create or
                      suffer to exist, or permit any of its Subsidiaries to
                      create or suffer to exist, any Lien upon or with respect
                      to any of the properties, income or assets of the
                      Guarantor or such Subsidiary, whether now owned or
                      hereafter acquired, in each case

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                           to secure or provide for the payment of any Debt of
                           any Person, unless the obligations of the Guarantor
                           hereunder shall be secured equally and ratably with,
                           or prior to, any such Debt; provided however that the
                           foregoing restriction shall not apply to the
                           following Liens which are permitted:

                           (i)   Liens on any property, income or asset of any
                           Subsidiary of the Guarantor existing at the time such
                           Person becomes a Subsidiary (other than any such Lien
                           created in contemplation of becoming a Subsidiary);

                           (ii)  purchase money Liens upon or in any property or
                           asset acquired or held by the Guarantor or any
                           Subsidiary in the ordinary course of business to
                           secure the purchase price of such property or asset
                           or to secure Debt incurred solely for the purpose of
                           financing the acquisition of such property or asset
                           (provided that the amount of Debt secured by such
                           Lien does not exceed 100% of the purchase price of
                           such property and transaction costs relating to such
                           acquisition) and Liens existing on such property or
                           asset at the time of its acquisition (other than any
                           such Lien created in contemplation of such
                           acquisition); and the interest of the lessor thereof
                           in any property that is subject to a capital lease;

                           (iii) any Lien securing Debt that was incurred prior
                           to or during construction or improvement of property
                           or within 365 days after the completion of such
                           construction or improvement for the purpose of
                           financing all or part of the cost of such
                           construction or improvement, provided that (A) any
                           such Lien shall extend solely to such property
                           constructed or improved and (B) the amount of Debt
                           secured by such Lien does not exceed 100% of the fair
                           market value of such property after giving effect to
                           such construction or improvement;

                           (iv)  any Lien securing Debt that was incurred for
                           the purpose of financing all or part of the
                           manufacturing facility currently under construction
                           in Kent County, Michigan, provided that (A) any such
                           Lien shall extend solely to such facility and the
                           property related thereto and (B) the amount of Debt
                           secured by such Lien does not exceed an amount equal
                           to the lesser of $70,000,000 and 100% of the fair
                           market value of such facility and property after
                           giving effect to completion of such construction;

                           (v)   any Lien securing Debt of a Subsidiary owing to
                           the Guarantor;

                           (vi)  Liens resulting from any extension, renewal or
                           replacement (or successive extensions, renewals or
                           replacements), in whole or in part, of any Debt
                           secured by any Lien referred to in clauses (i), (ii),
                           (iii) and (iv) above so long as (x) the aggregate
                           principal amount of such Debt shall not exceed the
                           amount otherwise permitted in clauses (i), (ii),
                           (iii) or (iv), as relevant, as a result of such
                           extension, renewal or replacement and (y) Liens
                           resulting from any such extension, renewal or
                           replacement shall

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                           cover only such property which secured the Debt that
                           is being extended, renewed or replaced;

                           (vii)  Liens on receivables securing Debt of SFSI or
                           any Subsidiary of SFSI, so long as the obligations of
                           SFSI or such Subsidiary secured by such Liens are
                           nonrecourse to the Guarantor or any of its
                           Subsidiaries other than SFSI or such Subsidiary,
                           provided that the Guarantor may enter into, and be
                           liable in respect to, a limited performance guaranty
                           regarding the accuracy of any customary
                           representations and warranties made by SFSI or such
                           Subsidiary in respect of such receivables and the
                           billing, monitoring and collection functions of SFSI
                           or such Subsidiary, as servicer, in respect of such
                           receivables, and provided further that at any time,
                           the aggregate outstanding amount of Debt of SFSI and
                           its Subsidiaries that is secured by such receivables
                           does not exceed $500,000,000; and

                           (viii) Liens other than Liens permitted in clauses
                           (i) through (vii) hereof, whether now existing or
                           hereafter arising, securing Debt in an aggregate
                           amount not exceeding $75,000,000."

                      (d)  Section 10.2.3. Section 10.2.3 is hereby amended in
its entirety to read as follows:

                      "10.2.3     Minimum Interest Coverage Ratio. The Guarantor
                      will not permit the ratio of (A) EBITDA to (B) interest
                      expense of the Guarantor and its Subsidiaries on a
                      consolidated basis, in each case for the four fiscal
                      quarters ending on the last day of any fiscal quarter of
                      the Guarantor to be: (i) in respect of the fiscal quarter
                      ending November 22, 2002, less than 3.00:1.00; (ii) in
                      respect of the fiscal quarter ending February 28, 2003,
                      less than 3.50:1.00; (iii) in respect of the fiscal
                      quarter ending May 30, 2003, less than 4.00:1.00; and (iv)
                      in respect of any fiscal quarter ending after May 30,
                      2003, less than 4.50:1.00."

                      3.   Representations and Warranties. In order to induce
the Lender to enter into this Amendment, each of the Borrower and the Guarantor
hereby represents and warrants to the Lender that:

                           (a)    Power; Authority. It is validly existing in
the jurisdiction in which it has been organized; it has the power and authority
to enter into this Amendment; and this Amendment constitutes its legal, valid
and binding obligations and is enforceable against it in accordance with its
terms.

                           (b)    No Default. After giving effect to this
Amendment, no Event of Default shall have occurred and be continuing.

                      4.   Conditions to Effectiveness. The effectiveness of
this Amendment is expressly conditioned upon: (i) the Borrower delivering to the
Lender this Amendment executed by the Borrower, the Guarantor and the Lender;
and (b) the payment by, or on behalf of, the Borrower to the Lender of an
amendment fee in the amount of $11,463.

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                  5.  Ratification. Each of the Guaranty and, except as
specifically amended hereby, the Loan Agreement shall remain unchanged and
continue in full force and effect and the Borrower and the Guarantor hereby
ratify and confirm the Guaranty and the Loan Agreement, as amended hereby. After
the execution of this Amendment by all parties, any references to the "Loan
Agreement" or the "Agreement" in the Loan Agreement, the Note, the Guaranty, the
Participation Agreement or any other document in connection therewith shall be
to the Loan Agreement, as amended hereby.

                  6.  Miscellaneous.

                      (a)  Successors and Assigns. This Amendment shall be
binding upon and shall be enforceable by the Borrower, the Lender and their
respective permitted successors and assigns; provided that the Borrower shall
have no right to assign or transfer its rights or obligations hereunder without
the prior written consent of the Lender. The terms and provisions of this
Amendment are for the purpose of defining the relative rights and obligations of
Borrower and Lender with respect to the transactions contemplated hereby and
there shall be no third party beneficiaries of any of the terms and provisions
of this Amendment.

                      (b)  Entire Agreement. This Amendment and all documents
referred to herein constitute the entire agreement of the parties hereto with
respect to the subject matter hereof and supersede any prior expressions of
intent or understandings with respect to this Amendment.

                      (c)  Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.

                      (d)  Severability. Wherever possible, each provision of
this Amendment shall be interpreted in such a manner as to be effective and
valid under applicable law, but if any provision of this Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.

                      (e)  Counterparts. This Amendment may be executed in any
number of separate counterparts, each of which shall collectively and separately
constitute one agreement. Delivery of an executed counterpart of a signature
page to this Amendment by telecopy shall be effective as delivery of a manually
executed counterpart of this Amendment.

                      (f)  Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York (including
without limitation Sections 5-1401 and 5-1402 of the New York General
Obligations Law) without giving effect to the principles of conflicts of law.

                            [signature page follows]

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                  IN WITNESS WHEREOF, this Third Amendment to Loan Agreement has
been duly executed as of the date first written above.

                                       STEELCASE SAS,
                                       as Borrower

                                       By:  /s/ Yvan Stehly
                                          ----------------------------------

                                       Name:    Stehly Yvan
                                            --------------------------------

                                       Title:  President
                                             -------------------------------


                                       STEELCASE INC.,
                                       as Guarantor

                                       By:  /s/ Gary P. Malburg
                                          ----------------------------------

                                       Name:    Gary P. Malburg
                                            --------------------------------

                                       Title:  V P & Treasurer
                                             -------------------------------


                                       SOCIETE GENERALE,
                                       as Lender

                                       By:  /s/ Eric E.O. Siebert Jr.
                                          ----------------------------------

                                       Name:    Eric E.O. Siebert Jr.
                                            --------------------------------

                                       Title:  Director
                                             -------------------------------

                      [Third Amendment to Loan Agreement]