<PAGE>

                                                                     Exhibit 4.4

C L I F F O R D                                    LIMITED LIABILITY PARTNERSHIP

C H A N C E


                                STEELCASE INC.

                                   as Issuer

                                 BANK ONE, NA

                     as Issuing Agent and as Paying Agent

           _______________________________________________________________

                ISSUING AND PAYING AGENCY AGREEMENT (ECP NOTES)
                        relating to a U.S.$400,000,000
                       GLOBAL COMMERCIAL PAPER PROGRAMME

        _______________________________________________________________


                                 20 June 2001
<PAGE>

                                   CONTENTS

<TABLE>
<CAPTION>
Clause                                                            Page
<S>                                                               <C>
1.   Interpretation............................................      1

2.   Appointment Of The Agent..................................      3

3.   The Notes.................................................      3

4.   Issue Of Notes............................................      4

5.   Payments..................................................      6

6.   Cancellation, Destruction, Records And Custody............      7

7.   Appointment And Duties Of The Calculation Agent...........      8

8.   Fees And Expenses.........................................      8

9.   Terms Of Appointment......................................      8

10.  Changes In Agents.........................................     10

11.  Modification..............................................     11

12.  Notices...................................................     11

13.  Law And Jurisdiction......................................     11

14.  Counterparts..............................................     12

SCHEDULE 1    Form Of Confirmation To Issuing Agent............     13

SCHEDULE 2    Forms Of Note....................................     14

SCHEDULE 3    Timetable For Issues Of Notes....................     36
</TABLE>
<PAGE>

THIS AGREEMENT is made on 20 June 2001

__________________

BETWEEN

(1)  STEELCASE INC. (the "Issuer"); and

(2)  BANK ONE, NA.

WHEREAS

(A)  The Issuer has established a programme (the "Programme") for the issuance
     of commercial paper, in connection with which it has entered into a dealer
     agreement (as amended, supplemented and/or restated from time to time, the
     "Dealer Agreement") dated the date hereof and made between the Issuer and
     the dealers from time to time party thereto (together, the "Dealers" and
     each a "Dealer") pursuant to which the Issuer may from time to time issue
     Notes (as defined below).

(B)  The parties hereto wish to record the arrangements agreed between them in
     relation to the Notes to be issued under the Programme.

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  In this Agreement:

     "Agents" means the Issuing Agent, the Paying Agent and the Principal Paying
     Agent, and "Agent" shall be construed accordingly.

     "Business Day" means, except where the context requires otherwise, a day
     (other than a Saturday or Sunday):

     (a)  on which deposits in the relevant currency are dealt in on the London
          interbank market and on which commercial banks are open for business
          in London;

     (b)  if a payment is to be made on that day under this Agreement, the
          Dealer Agreement, any of the Notes, on which commercial banks are open
          for business in the place of payment;

     (c)  on which Euroclear and Clearstream, Luxembourg are in operation; and

     (d)  in the case of Notes denominated in euro, which is a TARGET Business
          Day (as defined below);

     "Calculation Agent" means such person appointed as such pursuant to a
     calculation agency agreement executed in the form set out in Schedule 6 to
     the Dealer Agreement and includes any successor in such capacity;

     "Clearstream, Luxembourg" means Clearstream Banking, societe anonyme,
     Luxembourg;
<PAGE>

     "Definitive Note" means a security printed Note in definitive form;

     "Dollars" and "U.S.$" denote the lawful currency of the United States of
     America; and "Dollar Note" means a Note denominated in Dollars;

     "euro" denotes the single currency of those member states of the European
     Union participating in European Monetary Union from time to time; and "euro
     Note" means a Note denominated in euro;

     "Euroclear" means Euroclear Bank S.A./N.V. as operator of the Euroclear
     system or any successor thereto;

     "Global Note" means a Note in global form, representing an issue of
     promissory notes of a like maturity which may be issued by the Issuer from
     time to time pursuant to this Agreement;

     "Index Linked Note" has the meaning ascribed thereto in the Dealer
     Agreement;

     "Issuing Agent", "Paying Agent" and "Principal Paying Agent" means Bank
     One, NA in its capacity as issuing agent, paying agent or principal paying
     agent respectively in relation to the Notes or its successor in such
     capacity and any other issuing agent, paying agent or principal paying
     agent appointed by the Issuer on the terms hereof;

     "Issue Date" means the date on which the Note is, or is to be, issued
     hereunder;

     "Maximum Amount" means U.S.$400,000,000 or its equivalent in other
     currencies, as such amount may be increased from time to time pursuant to
     the Dealer Agreement;

     "Maturity Date" means, in relation to a Note, the last day of the Tenor
     thereof;

     "Note" means a bearer promissory note of the Issuer purchased or to be
     purchased by a Dealer under the Dealer Agreement, in definitive or global
     form, substantially in the relevant form scheduled hereto or such other
     form as may be agreed from time to time between the Issuer and the Issuing
     Agent and, unless the context otherwise requires, the promissory notes
     represented by the Global Notes;

     "specified office" means, in relation to any Agent, the office specified
     against its name on the signature page hereof or, in the case of an Agent
     not originally party hereto, specified in its terms of appointment or such
     other office in the same city or town as such Agent may specify by notice
     to the Issuer and the other parties hereto in accordance with Clause 12;

     "Sterling" and "(Pounds)" denote the lawful currency of the United Kingdom;
     and "Sterling Note" means a Note denominated in Sterling;

     "TARGET Business Day" means a day upon which the Trans-European Automated
     Real-Time Gross Settlement Express Transfer (TARGET) System, or any
     successor to such system, is open;

     "Tenor" means, in relation to any Note, the period from its Issue Date
     until its maturity; and
<PAGE>

     "Yen" and "(Yen)" denote the lawful currency of Japan; and "Yen Note" means
     a note denominated in Yen.

1.2  Any reference in this Agreement to the nominal amount of any Note includes
     any additional amounts which may become payable in respect thereof pursuant
     to the terms of such Note.

1.3  Any reference in this Agreement to a Clause or a Schedule is, unless
     otherwise stated, to a clause hereof or a schedule hereto.

1.4  Headings and sub-headings are for ease of reference only and shall not
     affect the construction of this Agreement.

2.   APPOINTMENT OF THE AGENT

2.1  The Issuer appoints the Agent at its specified office as its agent in
     relation to the Notes for the purposes specified in this Agreement and such
     other purposes that the Issuer may request and as are reasonably acceptable
     to the Agent and for all matters incidental thereto.

2.2  The Agent accepts its appointment as agent of the Issuer in relation to the
     Notes and agrees to comply with the provisions of this Agreement and, in
     connection therewith shall take all such action as may be incidental
     thereto as agreed between the Agent and the Issuer.

3.   THE NOTES

3.1  Each Note issued hereunder shall be:

     3.1.1     substantially in the relevant form scheduled hereto or, as the
               case may be, such other form as may be agreed between the Issuer
               and the Issuing Agent from time to time;

     3.1.2     duly executed manually or in facsimile on behalf of the Issuer;
               and

     3.1.3     authenticated manually by two authorised signatories of the
               Issuing Agent.

3.2  The Issuer shall procure that a sufficient quantity of executed but
     unauthenticated Notes is at all times available to the Issuing Agent for
     the purpose of issue hereunder. The Issuing Agent shall notify the Issuer
     forthwith on written request of the quantity of Notes which are at the date
     of such request held by it.

3.3  The Issuer may use the manual or facsimile signature on any Note of any
     person who on the date of preparation or printing of such Note was duly
     authorised to execute such Note on behalf of the Issuer, notwithstanding
     that at the date of issue of the relevant Note such person may for any
     reason (including death) no longer be so authorised. The Issuer may change
     the name of any person whose manual or facsimile signature is to appear on
     the Notes to bind the Issuer, by delivering to the Issuing Agent, no later
     than 30 days before the first date on which there are to be issued Notes in
     respect of which such manual or facsimile signature is to be used, a copy
     of such signature in such form as the Issuing Agent may require.
<PAGE>

4.   ISSUE OF NOTES

4.1  The Issuer shall give to the Issuing Agent by facsimile transmission
     details (in substantially the form of the confirmation set out in Schedule
     1) of any Notes to be issued by it under this Agreement and all such other
     information as the Issuing Agent may require for it to carry out its
     functions as contemplated by this clause, by not later than:

     4.1.1     12.30 p.m. (London time) on the proposed Issue Date (in the case
               of Sterling Definitive Notes); or

     4.1.2     in any other case, 3.00 p.m. (London time) two Business Days
               prior to the proposed Issue Date,

     (or such later time or date as may subsequently be agreed between the
     Issuer and the Issuing Agent) in respect thereof and the Issuing Agent
     shall thereupon be authorised to complete Notes of the appropriate
     aggregate principal or nominal amount and/or (as the case may be) a Global
     Note by inserting in the appropriate place on the face of each Note the
     dates on which such Note shall be issued and shall mature and otherwise
     completing the same. For the purposes of this Clause 4.1, the Issuing Agent
     may, if it considers it appropriate in the circumstances, treat a telephone
     communication from a person who it reasonably believes to have been duly
     authorised by the Issuer as sufficient instructions and authority from the
     Issuer to act in accordance with the provisions of this Clause 4.1, and the
     Issuer shall confirm such communication in writing no later than the
     relevant time referred to above.

4.2  If any such Notes as are mentioned in Clause 4.1 are not to be issued on
     any Issue Date, the Issuer shall immediately notify the Issuing Agent. Upon
     receipt of such notice the Issuing Agent shall not thereafter issue or
     release the relevant Notes, but shall cancel and destroy them.

4.3  Subject to Clause 4.2, the Issuing Agent shall deliver duly authenticated
     Notes, on the basis described below, on the Business Day before the
     proposed Issue Date of the Notes (unless specified otherwise) to a common
     depositary for Euroclear and Clearstream, Luxembourg on a delivery against
     payment basis or, in the case of Sterling Definitive Notes, make the same
     available for collection in accordance with applicable London market
     practice on their Issue Date.

4.4  In respect of all Notes delivered to depositaries in accordance with Clause
     4.3 above, the Issuing Agent shall give instructions to Euroclear and/or
     Clearstream, Luxembourg to credit the underlying Notes represented by the
     relevant Global Note to the Issuing Agent's distribution account. Each Note
     so credited to the Issuing Agent's distribution account with Euroclear or
     Clearstream, Luxembourg shall be held to the order of the Issuer pending
     delivery to the relevant Dealer on a delivery against payment basis in
     accordance with the normal procedures of Euroclear or Clearstream,
     Luxembourg, as the case may be. The Issuing Agent shall on the Issue Date
     and against receipt of funds from the relevant Dealer transfer the proceeds
     of issue to the Issuer to the relevant account notified by the Issuer to
     the Issuing Agent in accordance with Clause 4.1.
<PAGE>

4.5  If on the relevant Issue Date the relevant Dealer does not pay the purchase
     price due from it in respect of any Note (the "Defaulted Note") and as a
     result the Defaulted Note remains in the Issuing Agent's distribution
     account with Euroclear or Clearstream, Luxembourg after the Issue Date
     (rather than being credited to the relevant Dealer's account against
     payment), the Issuing Agent will continue to hold the Defaulted Note to the
     order of the Issuer. If the Defaulted Note is in the Issuing Agent's
     distribution account with the Euroclear or Clearstream, Luxembourg on the
     date when payment in respect of such Note is made (and it shall be treated
     as being in such an account unless the Issuing Agent has received specific
     instructions to transfer it to the account of another account holder of
     Euroclear or Clearstream, Luxembourg) the Issuing Agent shall pay to the
     Issuer the amount received by the Issuing Agent from Euroclear or
     Clearstream, Luxembourg (or credited to a cash account of the Issuing Agent
     with Euroclear or Clearstream, Luxembourg) in respect of such Note.

4.6  If the Issuing Agent pays an amount (the "Advance") to the Issuer on the
     basis that a payment (the "Payment") has been, or will be, received from
     the relevant Dealer and if the Payment has not been or is not received by
     the Issuing Agent on the date the Issuing Agent pays the Issuer, the
     Issuing Agent shall promptly inform the relevant Dealer and request that
     Dealer to pay the Payment, failing which the Issuer shall, upon being
     requested to do so, repay to the Issuing Agent the Advance and the cost of
     funding such advance as determined by the Issuing Agent and the Issuing
     Agent shall provide evidence thereof to the Issuer) on the Advance until
     the earlier of repayment in full of the Advance and receipt in full by the
     Issuing Agent of the Payment.

4.7  As soon as practicable after the Issue Date of any Notes, the Issuing Agent
     shall deliver to the Issuer and the Principal Paying Agent (who shall, if
     applicable, thereupon give details to the other Paying Agents) particulars
     of (a) the number and aggregate principal amount of the Notes completed,
     authenticated and delivered by it, or made available by it for collection,
     on such date, (b) the Issue Date and the Maturity Date of such Notes and
     (c) the series and serial numbers of all such Notes.

4.8  The Issuer hereby authorises and instructs the Issuing Agent to make all
     necessary notifications to and filings with any relevant central bank or
     other regulatory authority which shall monitor volumes of commercial paper
     in issue from time to time, including (without limitation and where
     applicable) the Bank of England and the Issuing Agent shall provide copies
     thereof to the Issuer.

4.9  The Issuer hereby authorises and instructs the Issuing Agent to complete,
     authenticate and deliver on its behalf Definitive Notes in accordance with
     the terms of any Global Note presented to the Issuing Agent for exchange in
     whole (but not in part only).

4.10 The Issuer will give at least 10 days prior written notice to the Issuing
     Agent of a change in the Maximum Amount of Notes which may be issued under
     the Dealer Agreement.

4.11 The Issuer will promptly notify the Issuing Agent of the appointment,
     resignation, or termination of the appointment of any Dealer.
<PAGE>

4.12 For ease of reference a timetable setting out the timing for the issuance
     of Notes under the Programme is set out in Schedule 3 but, in the event of
     an inconsistency between such timetable and the other provisions of this
     Agreement, the latter shall prevail.

5.   PAYMENTS

5.1  The Issuer undertakes in respect of each Note issued by the Issuer to pay,
     in the currency in which such Note is denominated, no later than 12.00 p.m.
     (local time) in the place of payment on the Maturity Date or any relevant
     interest payment date of each Note, an amount sufficient to pay the full
     amount payable on such date by way of principal, interest or otherwise in
     respect thereof:

     5.1.1     in the case of Dollar Notes, by transfer of same day value Dollar
               funds to account number 1088202 of the Paying Agent at Bank One,
               NA or such other account of the Paying Agent at such bank in New
               York City as the Paying Agent may from time to time designate for
               the purpose;

     5.1.2     in the case of euro Notes, by transfer of same day value euro
               funds to such account of the Paying Agent at such bank in such
               city as the Paying Agent may from time to time designate for the
               purpose; and

     5.1.3     in the case of Notes denominated in any other currency, by
               transfer of immediately available and freely transferable funds
               in such other currency to such account of the Paying Agent at
               such bank in the principal financial centre for such other
               currency as the Paying Agent may from time to time designate for
               the purpose.

5.2  The Issuer shall, prior to 12 noon (London time) on the second Business Day
     immediately preceding the Maturity Date or any relevant interest payment
     date of any Note (or such later time or date as may subsequently be agreed
     between the Issuer and the Paying Agent), send to the Paying Agent (or, at
     the option of the Paying Agent, shall procure that a bank irrevocably
     confirms to the Paying Agent by authenticated SWIFT message) irrevocable
     confirmation that payment will be made and the details of the bank through
     which the Issuer is to make the payment due pursuant to this Clause.

5.3  The Issuer hereby authorises and directs any other Paying Agents, if
     applicable, from funds so paid to the Paying Agent to make payment of all
     amounts due on the Notes as set forth herein and in the Notes and, if
     applicable, authorises the Paying Agent on demand to reimburse the claims
     of any other Paying Agent for amounts paid by it.

5.4  If the Paying Agent has not received on the Maturity Date or any relevant
     interest payment date of any Notes the full amount payable in respect
     thereof on such date and confirmation satisfactory to itself that such
     payment has been received, no Paying Agent shall be required to make
     payment of any amount due on any Note. Nevertheless, subject to the
     foregoing, if the Paying Agent is satisfied that it will receive such full
     amount later, it shall be entitled to pay maturing Notes due in accordance
     with their terms. In addition, it shall forthwith so notify any other
     Paying Agent, if applicable, who will, as paying agents of the Issuer, pay
     on behalf of the Issuer on and after each due date
<PAGE>

     for payment the amount due to be paid on surrender of the Notes in
     accordance with their terms.

5.5  If a Paying Agent makes such payment on behalf of the Issuer under Clause
     5.4, the Issuer shall be liable on demand by such Paying Agent to pay to
     such Paying Agent the amount so paid out, together with the cost of funding
     any such payment made by it (as determined by the Paying Agent and the
     Issuing Agent shall provide evidence thereof to the Issuer).

5.6  Where any Notes ("New Notes") are to be issued on the maturity date of any
     outstanding Notes denominated in the same currency, the amount actually
     received by the Principal Paying Agent in respect of such issue (or so much
     thereof as shall be required to pay the maturing Notes in full) may be
     applied in or towards payment of the amounts due on the Notes maturing on
     such maturity date and the Paying Agent shall notify the Issuer of the
     amount by which such proceeds will, assuming payment for such New Notes
     having been made in full, be insufficient to pay the amounts due on the
     maturity of the Notes maturing on such maturity date, and the Issuer shall
     pay such shortfall amount in accordance with Clause 5.1.

5.7  If at any time a Paying Agent makes a partial payment in respect of any
     Note presented to it, it shall procure that a statement indicating the date
     and amount of such payment is written or stamped on the face of such Note.

5.8  The Paying Agent shall promptly reimburse each other Paying Agent, if
     applicable, for payments in respect of the Notes properly made by it in
     accordance with this Agreement and the Notes.

6.   CANCELLATION, DESTRUCTION, RECORDS AND CUSTODY

6.1  All Notes which mature and are paid in full shall be cancelled forthwith by
     the Paying Agent through which they are paid. In the case of a Paying Agent
     other than the Paying Agent specified above, it shall as soon as
     practicable give all relevant details and forward the cancelled Notes to
     such Paying Agent. The Paying Agent shall, unless the Issuer otherwise
     directs, destroy the cancelled Notes, and as soon as reasonably practicable
     after each Maturity Date, furnish the Issuer with particulars of the
     aggregate principal amount of the Notes maturing on such Maturity Date
     which have been destroyed since the last certification so furnished and the
     series and serial numbers of all such Notes.

6.2  The Paying Agent shall keep and make available at all reasonable times to
     the Issuer a full and complete record of all Notes and of their issue,
     payment, cancellation and destruction and, in the case of Global Notes,
     their exchange for Definitive Notes but the Paying Agent shall have no
     liability for any failure to comply herewith if the information required to
     be provided to it has not been provided by the Issuer, the Issuing Agent
     or, if applicable, any other Paying Agent.

6.3  The Issuing Agent shall maintain in safe custody all forms of Notes
     delivered to and held by it hereunder and shall ensure that the same are
     only completed, authenticated and delivered or made available in accordance
     with the terms hereof.
<PAGE>

6.4  The Issuer may from time to time with the approval, where appropriate, of
     the Issuing Agent make arrangements as to the replacement of Notes which
     shall have been lost, stolen, mutilated, defaced or destroyed, including
     (without limitation) arrangements as to evidence of title, costs, delivery
     and indemnity.

6.5  The Paying Agent shall make available for inspection during its office
     hours at its specified office copies of this Agreement.

7.   Appointment and Duties of the Calculation Agent

7.1  The Issuer appoints the Paying Agent at its specified office as Calculation
     Agent in relation to those Notes in respect of which it has agreed to act
     as Calculation Agent.

7.2  The Paying Agent accepts its appointment as Calculation Agent in relation
     to such Notes and agrees to comply with the provisions of this Agreement
     and the relevant Notes. The Paying Agent acknowledges and agrees that it
     shall be appointed as Calculation Agent in respect of each issue of Index
     Linked Notes unless the Dealer (or one of the Dealers) through whom such
     Notes are issued has agreed with the Issuer to act as Calculation Agent or
     the Issuer otherwise agrees to appoint another institution as Calculation
     Agent.

7.3  The Calculation Agent shall in respect of each issue of Index Linked Notes
     in relation to which it is appointed as such, determine the redemption
     amount of, and/or, if applicable, the amount of interest payable on, each
     Index Linked Note in accordance with the redemption calculation applicable
     thereto.

7.4  The Calculation Agent shall as soon as it has made its determination as
     provided for in Clause 7.3 above (and, in any event, no later than the
     close of business on the date on which the determination is made) notify
     the Issuer and the Principal Paying Agent (if other than the Calculation
     Agent) of the redemption amount and/or, if applicable the amount of
     interest so payable.

8.   Fees and Expenses

8.1  The Issuer undertakes to pay such fees and expenses in respect of the
     Agents' services under this Agreement as are set out in a letter of even
     date herewith from the Paying Agent to, and countersigned by, the Issuer at
     the time and in accordance with the manner stated therein.

8.2  The Issuer undertakes to pay all stamp and other documentary taxes, fees or
     duties, if any, to which this Agreement or the issue of any Notes may be
     subject.

8.3  The Issuer undertakes to pay on demand all reasonable out-of-pocket
     expenses (including legal, advertising and postage expenses) properly
     incurred by any of the Agents in connection with their services under this
     Agreement.

9.   Terms of Appointment

9.1  Prior to the first issue of the Notes, the Issuer shall supply to the
     Issuing Agent and the Paying Agent copies of all condition precedent
     documents required to be delivered pursuant to the Dealer Agreement.
<PAGE>

9.2  Each Agent and the Calculation Agent shall be obliged to perform such
     duties and only such duties as are herein specifically set forth, and no
     implied duties or obligations shall be read into this Agreement against any
     Agent or the Calculation Agent.

9.3  Each Agent and (in the case of sub-clauses 9.3.4, 9.3.5 and 9.3.6) the
     Calculation Agent may, in connection with its services hereunder:

     9.3.1     except as ordered by a court of competent jurisdiction or as
               required by law and notwithstanding any notice to the contrary or
               any memorandum thereon, treat the bearer of any Note as the
               absolute owner thereof and make payments thereon accordingly;

     9.3.2     assume that the terms of each Note as issued are correct;

     9.3.3     refer any question relating to the ownership of any Note or the
               adequacy or sufficiency of any evidence supplied in connection
               with the replacement of any Note to the Issuer for determination
               by the Issuer and rely upon any determination so made;

     9.3.4     rely upon the terms of any notice, communication or other
               document reasonably believed by it to be genuine and be protected
               and incur no liability for or in respect of action taken, omitted
               or suffered in reliance upon any instruction, request or order
               from the Issuer or any notice, resolution, direction, consent,
               certificate, affidavit, statement, facsimile or other paper or
               document which it reasonably believes to be genuine and to have
               been delivered, signed or sent by the proper party or parties or
               upon written instructions from the Issuer;

     9.3.5     engage and pay for the advice or services of any lawyers or other
               experts whose advice or services may to it seem necessary and
               rely upon any advice so obtained (and such Agent or, as the case
               may be, the Calculation Agent shall be protected and shall incur
               no liability as against the Issuer in respect of any action
               taken, or suffered to be taken, in accordance with such advice
               and in good faith); and

     9.3.6     treat itself as being released from any obligation to take any
               action hereunder which it reasonably expects will result in any
               expense or liability to it, the payment of which within a
               reasonable time is not, in its reasonable opinion, assured to it.

9.4  Notwithstanding anything to the contrary expressed or implied herein, none
     of the Agents nor the Calculation Agent shall, in connection with their or
     its services hereunder, be under any fiduciary duty towards any person
     other than the Issuer, be responsible for or liable in respect of the
     authorisation, validity or legality of any Note issued or paid by it
     hereunder or any act or omission of any other person (including, without
     limitation, any other party hereto and, in the case of the Calculation
     Agent, any bank from whom any quote may have been obtained) or be under any
     obligation towards any person other than the Issuer and, in the case of the
     Agents, any other Agent. The Paying Agent shall not be under any liability
     for interest on any moneys at any time received by it pursuant to any
     provisions of this Agreement or of the Notes.
<PAGE>

9.5  Each of the Agents and the Calculation Agent may purchase, hold and dispose
     of Notes and may enter into any transaction (including, among others, any
     depositary, trust or agency transaction) with any holders or owners of any
     Notes or with any other party hereto in the same manner as if it had not
     been appointed as the agent of the Issuer in relation to the Notes.

9.6  The Issuer shall indemnify each Agent and the Calculation Agent (each, an
     "indemnified party") against any claim, demand, action, liability, damages,
     cost, loss or expense (including, without limitation, reasonable legal fees
     and any applicable value added tax) which it may incur, other than such
     costs and expenses as are separately agreed to be reimbursed out of the
     fees payable under Clause 8 and otherwise than by reason of its own
     negligence or wilful misconduct or breach of the terms of this Agreement,
     as a result or arising out of or in relation to its acting as the agent of
     the Issuer in relation to the Notes. The indemnity in this Clause 9 shall
     continue in full force and effect notwithstanding completion of any
     arrangements for the subscription and issue of the ECP Notes or termination
     of this Agreement.

9.7  Except in the case of its gross negligence or wilful default, the Agents
     shall not be liable for any act or omission under this Agreement or if any
     Note shall be lost, stolen, destroyed or damaged. Under no circumstances
     shall the Agents be liable for any consequential or special loss, howsoever
     caused or arising.

10.  Changes in Agents

10.1 Any Agent may resign its appointment hereunder at any time by giving to the
     Issuer and the Issuer may terminate the appointment of any Agent by giving
     to such Agent, at least 45 days' written notice to that effect, provided
     that no such resignation or termination of the appointment of the Principal
     Paying Agent or the Issuing Agent shall take effect until a successor has
     been appointed by the Issuer.

10.2 The Issuer agrees with each Agent that if, by the day falling 10 days
     before the expiry of any notice under Clause 10.1, the Issuer has not
     appointed a replacement Agent, then the relevant Agent shall be entitled,
     on behalf of the Issuer to appoint in its place any reputable financial
     institution of good standing and the Issuer shall not unreasonably object
     to such appointment.

10.3 If any Agent merges with or is consolidated with, or sells or otherwise
     transfers all or substantially all of its assets and business to any
     person, then on the date when the merger, consolidation or transfer becomes
     effective, that person shall become the successor to such Agent under this
     Agreement without the execution or filing of any paper or any further act
     on the part of the parties to this Agreement, unless otherwise required by
     the Issuer. After that date, all references to this Agreement to the
     relevant Agent shall be deemed to be references to the relevant person.

11.  Modification

     This Agreement may be amended by further agreement among the parties hereto
     and without the consent of holders of the Notes.
<PAGE>

12.  Notices

12.1 All notices and other communications hereunder shall, save as otherwise
     provided in this Agreement, be made in writing and in English (by letter or
     fax) and shall be sent to the intended recipient at the address or fax
     number and marked for the attention of the person (if any) from time to
     time designated by that party to the other parties hereto for such purpose.
     The initial address and fax number so designated by each party are set out
     on the signature page of this Agreement.

12.2 Any communication from any party to any other under this Agreement shall be
     effective if sent by letter or fax, upon receipt by the addressee provided
     that any such notice or other communication which would otherwise take
     effect after 4.00 p.m. on any particular day shall not take effect until
     10.00 a.m. on the immediately succeeding business day in the place of the
     addressee.

13.  Law and Jurisdiction

13.1 This Agreement is governed by, and shall be construed in accordance with
     the laws of the State of New York.

13.2 Each of the parties hereto agrees for the benefit of the Agents and the
     Calculation Agent that the United States federal courts located in the
     Borough of Manhattan or the courts of the State of New York located in the
     Borough of Manhattan shall have jurisdiction to hear and determine any
     suit, action or proceedings, and to settle any disputes, which may arise
     out of or in connection with this Agreement (respectively, "Proceedings"
     and "Disputes") and, for such purposes, irrevocably submits to the
     jurisdiction of such courts.

13.3 The Issuer irrevocably waives any objection which it might now or hereafter
     have to the courts of New York being nominated as the forum to hear and
     determine any Proceedings and to settle any Disputes, and agrees not to
     claim that any such court is not a convenient or appropriate forum.

13.4 The Issuer agrees that the process by which any Proceedings in the State of
     New York are begun may be served on it by being delivered to CT
     Corporations System at 111 Eight Avenue, New York, NY 10011, U.S.A. or, if
     different, its principal place of business in the County of New York for
     the time being. If such person is not or ceases to be effectively appointed
     to accept service of process on the Issuer's behalf, the Issuer shall, on
     the written demand of any Agent or the Calculation Agent, appoint a further
     person in the County of New York to accept service of process on its behalf
     and, failing such appointment within 15 days, any Agent or the Calculation
     Agent shall be entitled to appoint such a person by written notice to the
     Issuer. Nothing in this sub-clause shall affect the right of any Agent or
     the Calculation Agent to serve process in any other manner permitted by
     law.

13.5 The submission to the jurisdiction of the courts of New York shall not (and
     shall not be construed so as to) limit the right of any Agent or the
     Calculation Agent to take Proceedings in any other court of competent
     jurisdiction, nor shall the taking of Proceedings in any one or more
     jurisdictions preclude the taking of Proceedings in any other jurisdiction
     (whether concurrently or not) if and to the extent permitted by law.
<PAGE>

14.  Counterparts

     This Agreement may be signed in any number of counterparts, all of which
     when taken together shall constitute a single agreement.

AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.
<PAGE>

                                  SCHEDULE 1
                     Form of Confirmation to Issuing Agent

To:         Bank One, NA

Attention:  Corporate Trust

                                STEELCASE INC.

             Issue and Paying Agency Agreement dated 20 June 2001

We hereby confirm our telephone instruction to prepare, complete, authenticate
and issue [Global/Sterling Definitive] Notes (in accordance with the terms of
the above Issue and Paying Agency Agreement) and instruct you to:

(a)  Credit the account of [name of Dealer] with [Euroclear/Clearstream,
     Luxembourg]/1/ with the following underlying Notes:

     (i)    Currency and Amount:  [          ]

     (ii)   Issue Date:  [          ]

     (iii)  Maturity Date:  [         ]

     (iv)   Yield/Interest Rate:  [         ]

     against payment of [          ]

(b)  Hold the following Sterling Definitive Notes available for collection by
     [name of Dealer]:

     (i)    Amount:  (Pounds)[          ]

     (ii)   Issue Date:  [          ]

     (iii)  Maturity Date:  [          ]

     (iv)   Yield/Interest Rate:  [         ]

     against an undertaking from such Dealer or of the paying bank for such
     Dealer to make payment of [          ] on the Issue Date.

Date:

STEELCASE INC.

By:
<PAGE>

                                  SCHEDULE 2
                                 Forms of Note

                            Form of ECP Global Note
                   (Interest Bearing/Discounted/Index-Linked)

ANY UNITED STATES PERSON (AS DEFINED IN SECTION 7701 OF THE INTERNAL REVENUE
CODE) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTION 165(j) AND
1287(a) OF THE INTERNAL REVENUE CODE.

BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT
A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).

   [This ECP Global Note constitutes Interest Bearing/Discounted/Index-Linked*
 Commercial Paper issued in accordance with Regulations made under Section 4 of
                             the Banking Act 1987]/1/

<TABLE>
<CAPTION>
                                                STEELCASE INC.
<S>                                                        <C>
No: _____________________________________________          Series No.: ___________________________________________

Issued in London on: ____________________________          Maturity Date: ________________________________________

Specified Currency: _____________________________          Denomination: _________________________________________

Nominal Amount: _________________________________          Reference Rate: LIBOR/EURIBOR/2/
(words and figures if a Sterling Note)

Calculation Agent:/3/____________________________          Minimum Redemption Amount: (Pounds)100,000/4/ _________
(Principal)                                                (one hundred thousand pounds)

Fixed Interest Rate:/5/ _______________%per annum          Margin:/6/ ____________________________________________%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

*    Delete as appropriate. For ECP Global Notes in respect of which the Issuer
     accepts the issue proceeds in the United Kingdom (e.g. Sterling Notes), the
     title must accurately reflect any unusual features of the Note to comply
     with paragraph 9(c) of the Bank of England Notice dated 18 March 1997.

/1/  Applicable only if an ECP Global Note in respect of which the Issuer
     accepts the issue proceeds in the United Kingdom (e.g. Sterling Notes)
     before the Financial Services and Markets Act 2000 is brought into force.

/2/  Delete as appropriate. The reference rate will be LIBOR unless this ECP
     Global Note is denominated in euro and the Issuer and the relevant Dealer
     agree that the reference rate should be EURIBOR.

/3/  Complete for index-linked ECP Notes only.

/4/  Delete if a not Sterling ECP Note.
<PAGE>

<TABLE>
<S>                                                        <C>
Calculation Agent:/6/ __________________________           Interest Payment Dates:/7/ ______________________________
</TABLE>

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

/5/   Complete for fixed rate interest bearing ECP Notes only.

/6/   Complete for floating rate interest bearing ECP Notes only.

/7/   Complete for interest bearing ECP Notes.
<PAGE>

1.    For value received, Steelcase Inc. (the "Issuer") promises to pay to the
      bearer of this ECP Global Note on the above-mentioned Maturity Date:

      (a)  the above-mentioned Nominal Amount; or

      (b)  if this ECP Global Note is index-linked, an amount (representing
           either principal or interest) to be calculated by the Calculation
           Agent named above, in accordance with the redemption or interest
           calculation, a copy of which is attached to this ECP Global Note
           and/or is available for inspection at the offices of the Paying Agent
           referred to below,

      together with interest thereon at the rate and at the times (if any)
      specified herein.

      All such payments shall be made in accordance with an issuing and paying
      agency agreement (ECP Notes) dated 20 June 2001 between the Issuer, the
      issuing agent and any paying agents referred to therein, a copy of which
      is available for inspection at the offices of Bank One, NA (the "Paying
      Agent") at 27 Leadenhall Street, London EC3A 1AA, England, and subject to
      and in accordance with the terms and conditions set forth below. All such
      payments shall be made upon presentation and surrender of this ECP Global
      Note at the offices of the Paying Agent referred to above by transfer to
      an account denominated in the above-mentioned Specified Currency
      maintained by the bearer in the principal financial centre in the country
      of that currency or, in the case of an ECP Global Note denominated in
      euro, by euro cheque drawn on, or by transfer to a euro account (or any
      other account to which euro may be credited or transferred) maintained by
      the payee with, a bank in the principal financial centre of any member
      state of the European Union.

2.    This ECP Global Note is issued in representation of an issue of ECP Notes
      in the above-mentioned aggregate Nominal Amount.

3.    All payments in respect of this ECP Global Note shall be made without set-
      off, counterclaim, fees, liabilities or similar deductions and free and
      clear of, and without deduction or withholding for or on account of,
      taxes, levies, duties, assessments or charges of any nature now or
      hereafter imposed, levied, collected, withheld or assessed in any
      jurisdiction (each a "Relevant Jurisdiction") through, in or from which
      such payments are made or any political subdivision or taxing authority of
      or in any of the foregoing ("Taxes"). If the Issuer or any agent thereof
      is required by law or regulation to make any deduction or withholding for
      or on account of Taxes as a result of a change in U.S. Federal income tax
      law, the Issuer shall, to the extent permitted by applicable law or
      regulation, pay such additional amounts as shall be necessary in order
      that the net amounts received by the bearer of this ECP Global Note or the
      holder or beneficial owner of any interest herein or rights in respect
      hereof after such deduction or withholding shall equal the amount which
      would have been receivable hereunder in the absence of such deduction or
      withholding, except that no such additional amounts shall be payable:

      (a)  any Taxes that would have not been so imposed, levied, collected,
           withheld or assessed but for (i) the existence of any present or
           former connection between such holder (or between a fiduciary,
           settlor, member or shareholder beneficiary
<PAGE>

           of, or possessor of a power over, such holder, if such holder is an
           estate, trust partnership or corporation) and the United States
           including, without limitation, such holder (or such fiduciary,
           settlor, beneficiary, member, shareholder or possessor) being or
           having been a citizen or resident thereof or being or having been
           engaged in trade or business or present therein or having or having
           had a permanent establishment therein, or, if the United States is
           the Relevant Jurisdiction, having not been a United States Alien (as
           herein after defined) or (ii) such holders' past or present status as
           a personal holding company, foreign personal holding company or
           passive foreign investment company with respect to the United States
           or as a corporation that accumulates earnings to avoid United States
           federal income tax;

     (b)   in respect of any deduction or withholding which would not have been
           required but for the presentation by the bearer of this ECP Global
           Note for payment on a date more than 15 days after the Maturity Date
           or, if applicable, the relevant Interest Payment Date or (in either
           case) the date on which payment hereof is duly provided for,
           whichever occurs later;

     (c)   any estate, inheritance, gift, sales, transfer or personal property
           tax or any similar tax, assessment or government charge; or

     (d)   any Taxes that would not have been imposed but for a failure of such
           holder to comply with applicable certification, information,
           documentation or other reporting requirements concerning the
           nationality, residence, identity or connection with the Relevant
           Jurisdiction of the holder or beneficial owner of this ECP Global
           Note if such compliance is required by statute or regulation of the
           Relevant Jurisdiction as a precondition to relief or exemption from
           withholding or deduction of all or part of such Taxes. Nor shall
           additional interest be paid with respect to a payment on this ECP
           Global Note to a holder who is in fiduciary or partnership or other
           than the sole beneficial owner of such payment to the extent a
           beneficiary or settlor with respect to such a fiduciary or a member
           of such partnership or a beneficial owner would not have been
           entitled to the additional interest had such beneficiary, settlor,
           member or beneficial owner been the holder of this ECP Global Note.
           The term "United States Alien" means any person who, as to the United
           States, is a foreign corporation, a non-resident alien individual, a
           non-resident alien fiduciary of a foreign estate or trust, or a
           foreign partnership one or more of the members of which is, as to the
           United States, a foreign corporation, a non-resident alien individual
           or a non-resident alien fiduciary of a foreign estate or trust.

4.   The payment obligation of the Issuer represented by this ECP Global Note
     constitutes and at all times shall constitute a direct and unsecured
     obligation of the Issuer ranking (other than in the case of obligations
     preferred by mandatory provision of law) pari passu without any preference
     with all present and future unsecured and unsubordinated indebtedness of
     the Issuer.

5.   If the Maturity Date or, if applicable, the relevant Interest Payment Date
     is not a Payment Business Day (as defined herein) payment in respect hereof
     will not be made and credit
<PAGE>

     or transfer instructions shall not be given until the next following
     Payment Business Day and the bearer of this ECP Global Note shall not be
     entitled to any interest or other sums in respect of such postponed
     payment.

     As used in this ECP Global Note:

     "Payment Business Day" means any day other than a Saturday or Sunday which
     is both (A) a day on which commercial banks and foreign exchange markets
     settle payments and are open for general business (including dealings in
     foreign exchange and foreign currency deposits) in the relevant place of
     presentation, and (B) either (i) if the above-mentioned Specified Currency
     is any currency other than euro, a day on which commercial banks and
     foreign exchange markets settle payments and are open for general business
     (including dealings in foreign exchange and foreign currency deposits) in
     both London and the principal financial centre of the country of the
     relevant Specified Currency (which, if the Specified Currency is Australian
     dollars, shall be Sydney) or (ii) if the above-mentioned Specified Currency
     is euro, a day which is a TARGET Business Day; and

     "TARGET Business Day" means a day on which the Trans-European Automated
     Real-time Gross Settlement Express Transfer (TARGET) System, or any
     successor thereto, is operating credit or transfer instructions in respect
     of payments in euro.

6.   This ECP Global Note is negotiable and, accordingly, title hereto shall
     pass by delivery and the bearer shall be treated as being absolutely
     entitled to receive payment upon due presentation hereof (notwithstanding
     any notation of ownership or other writing thereon or notice of any
     previous loss or theft thereof).

7.   This ECP Global Note is issued in respect of an issue of ECP Notes of the
     Issuer and is exchangeable in whole (but not in part only) for duly
     executed and authenticated bearer ECP Notes in definitive form (whether
     before, on or, subject as provided below, after the Maturity Date):

     (a)  if Euroclear Bank S.A./N.V. as operator of the Euroclear System or
          Clearstream Banking, societe anonyme, Luxembourg are closed for a
          continuous period of 14 days (other than by reason of public
          holidays); or

     (b)  if default is made in the payment of any amount payable in respect of
          this ECP Global Note; or

     (c)  at the request of the bearer of this ECP Global Note.

     Upon or, in the case of (c) above, on the tenth London Banking Day (as
     defined below) following presentation and surrender of this ECP Global Note
     during normal business hours to the Issuer at the offices of the Paying
     Agent (or to any other person or at any other office outside the United
     States as may be designated in writing by the Issuer to the bearer), the
     Paying Agent shall authenticate and deliver, in exchange for this ECP
     Global Note, bearer definitive notes denominated in the above-mentioned
     Specified Currency in an aggregate nominal amount equal to the Nominal
     Amount of this ECP Global Note.
<PAGE>

8.   If, upon the occurrence of an event described in paragraph 7 and following
     such surrender, Definitive ECP Notes are not issued in full exchange for
     this ECP Global Notes before 5.00 p.m. (London time) on the thirtieth day
     after surrender, this ECP Global Note (including the obligation hereunder
     to issue Definitive ECP Notes) will become void and the bearer will have no
     further rights under this ECP Global Note (but without prejudice to the
     rights which any person may have pursuant to paragraph 9 below).

9.   Interests in this ECP Global Note will be transferable in accordance with
     the rules and procedures for the time being of Euroclear or Clearstream,
     Luxembourg. Each person who is shown in the records of Euroclear or
     Clearstream, Luxembourg as entitled to a particular number of Definitive
     ECP Notes by way of an interest in this ECP Global Note will be treated by
     the Issuer, the Guarantor and the Agent as the holder of such number of
     Definitive ECP Notes, and the expression "Noteholder" shall be construed
     accordingly. For purposes of this ECP Global Note, the securities account
     records of Euroclear or Clearstream, Luxembourg shall, in the absence of
     manifest error, be conclusive evidence of the identity of the Noteholders
     and of the nominal amount of the ECP Notes represented by this ECP Global
     Note credited to the securities accounts of such Noteholders. Any statement
     issued by Euroclear or Clearstream, Luxembourg to any Noteholder relating
     to a specified ECP Note or ECP Notes credited to the securities account of
     such Noteholder and stating the nominal amount of such ECP Note or ECP
     Notes and certified by Euroclear or Clearstream, Luxembourg to be a true
     record of such securities account shall, in the absence of manifest error,
     be conclusive evidence of the records of Euroclear or Clearstream,
     Luxembourg for the purposes of the next preceding sentence (but without
     prejudice to any other means of producing such records in evidence).
     Notwithstanding any provisions to the contrary contained in this ECP Global
     Note, the Issuer irrevocably agrees, for the benefit of such Noteholders
     and their successors and assigns, that each Noteholder or its successors or
     assigns may without the consent and to the exclusion of the bearer hereof,
     file any claim, take any action or institute any proceeding to enforce,
     directly against the Issuer, the obligation of the Issuer hereunder to pay
     any amount due or to become due in respect of each ECP Note represented by
     this ECP Global Note which is credited to such Noteholder's securities
     account with Euroclear or Clearstream, Luxembourg without the production of
     this ECP Global Note, provided that the bearer hereof shall not theretofore
     have filed a claim, taken action or instituted proceedings to enforce the
     same in respect of such ECP Notes.

10.  If this is an interest bearing ECP Global Note, then:

     (a)  notwithstanding the provisions of paragraph 1 above, if any payment of
          interest in respect of this ECP Global Note falling due for payment
          prior to the above-mentioned Maturity Date remains unpaid on the
          fifteenth day after falling so due, the amount referred to in part (a)
          or (b) (as the case may be) of paragraph 1 shall be payable on such
          fifteenth day; and

     (b)  upon each payment of interest (if any) prior to the Maturity Date in
          respect of this ECP Global Note, the Schedule hereto shall be duly
          completed by the Paying Agent to reflect such payment.
<PAGE>

11.  If this is a fixed rate interest bearing ECP Global Note, interest shall be
     calculated on the Nominal Amount as follows:

     (a)  interest shall be payable on the Nominal Amount in respect of each
          successive Interest Period (as defined below) from (and including) the
          Issue Date to (and excluding) the Maturity Date only, in arrear on the
          relevant Interest Payment Date, on the basis of the actual number of
          days in such Interest Period and a year of 360 days or, if this ECP
          Global Note is denominated in Sterling, 365 days at the above-
          mentioned Interest Rate with the resulting figure being rounded to the
          nearest amount of the above-mentioned Specified Currency which is
          available as legal tender in the country or countries (in the case of
          the euro) of the Specified Currency (with halves being rounded
          upwards); and

     (b)  the period beginning on the Issue Date and ending on the first
          Interest Payment Date and each successive period beginning (and
          including) on an Interest Payment Date and ending (and excluding) on
          the next succeeding Interest Payment Date is an "Interest Period" for
          the purposes of this paragraph.

12.  If this is a floating rate interest bearing ECP Global Note, interest shall
     be calculated on the Nominal Amount as follows:

     (a)  in the case of an ECP Global Note which specifies LIBOR as the
          Reference Rate on its face, the Rate of Interest will be the aggregate
          of LIBOR and the above-mentioned Margin (if any) above or below LIBOR.
          Interest shall be payable on the Nominal Amount in respect of each
          successive Interest Period (as defined below) from (and including) the
          Issue Date to (and excluding) the Maturity Date only, in arrear on the
          relevant Interest Payment Date, on the basis of the actual number of
          days in such Interest Period and a year of 360 days or, if this ECP
          Global Note is denominated in Sterling, 365 days.

          As used in this ECP Global Note:

          "LIBOR" shall be equal to the rate defined as "LIBOR-BBA" in respect
          of the above-mentioned Specified Currency (as defined in the 2000 ISDA
          Definitions published by the International Swaps and Derivatives
          Association, Inc., as amended updated or replaced as at the date of
          this ECP Global Note, (the "ISDA Definitions")) as at 11.00 a.m.
          (London time) or as near thereto as practicable on the second London
          Banking Day before the first day of the relevant Interest Period or,
          if this ECP Global Note is denominated in Sterling, on the first day
          thereof (a "LIBOR Interest Determination Date"); and

          "London Banking Day" shall mean a day on which commercial banks are
          open for general business (including dealings in foreign exchange and
          foreign currency deposits) in London;

     (b)  in the case of an ECP Global Note which specifies EURIBOR as the
          Reference Rate on its face, the Rate of Interest will be the aggregate
          of EURIBOR and the above-mentioned Margin (if any) above or below
          EURIBOR. Interest shall be payable on the Nominal Amount in respect of
          each successive Interest Period
<PAGE>

          (as defined below) from (and including) the Issue Date to (and
          excluding) the Maturity Date only, in arrear on the relevant Interest
          Payment Date, on the basis of the actual number of days in such
          Interest Period and a year of 360 days.

          As used in this ECP Global Note, "EURIBOR" shall be equal to EUR-
          EURIBOR-Telerate (as defined in the ISDA Definitions) as at 11.00 a.m.
          (Brussels time) or as near thereto as practicable on the second TARGET
          Business Day before the first day of the relevant Interest Period (a
          "EURIBOR Interest Determination Date");

     (c)  the Calculation Agent will, as soon as practicable after 11.00 a.m.
          (London time) on each LIBOR Interest Determination Date or 11.00 a.m.
          (Brussels time) on each EURIBOR Interest Determination Date (as the
          case may be), determine the Rate of Interest and calculate the amount
          of interest payable (the "Amount of Interest") for the relevant
          Interest Period. "Rate of Interest" means (A) if the Reference Rate is
          EURIBOR, the rate which is determined in accordance with the
          provisions of paragraph 11(b), and (B) in any other case, the rate
          which is determined in accordance with the provisions of paragraph
          11(a). The Amount of Interest shall be calculated by applying the Rate
          of Interest to the Nominal Amount of one Note of each denomination,
          multiplying such product by the actual number of days in the Interest
          Period concerned divided by 360 or, if this ECP Global Note is
          denominated in Sterling, by 365 and rounding the resulting figure to
          the nearest amount of the above-mentioned Specified Currency which is
          available as legal tender in the country or countries (in the case of
          the euro) of the Specified Currency (with halves being rounded
          upwards). The determination of the Rate of Interest and the Amount of
          Interest by the Calculation Agent named above shall (in the absence of
          manifest error) be final and binding upon all parties;

     (d)  a certificate of the Calculation Agent as to the Rate of Interest
          payable hereon for any Interest Period shall be conclusive and binding
          as between the Issuer and the bearer hereof;

     (e)  the period beginning on (and including) the Issue Date and ending on
          (and excluding) the first Interest Payment Date and each successive
          period beginning on an Interest Payment Date and ending on the next
          succeeding Interest Payment Date is called an "Interest Period" for
          the purposes of this paragraph; and

     (f)  the Issuer will procure that a notice specifying the Rate of Interest
          payable in respect of each Interest Period be published as soon as
          practicable after the determination of the Rate of Interest. Such
          notice will be delivered to Euroclear Bank S.A./N.V. as operator of
          the Euroclear System and/or Clearstream Banking, societe anonyme,
          Luxembourg or, if this ECP Global Note has been exchanged for bearer
          definitive ECP Notes pursuant to paragraph 7, will be published in a
          leading English language daily newspaper published in London (which is
          expected to be the Financial Times).
<PAGE>

13.  If the issue proceeds of this ECP Global Note are accepted by the Issuer in
     the United Kingdom:

     (a)  the Nominal Amount or Minimum Redemption Amount (as applicable) shall
          be not less than (Pounds)100,000; and

     (b)  the Issuer confirms (a) that this ECP Global Note represents
          commercial paper issued under an exemption from the Banking Act 1987,
          (b) that the Issuer is not an institution authorised under the Banking
          Act 1987 or a European authorised institution and (c) that repayment
          of the principal and payment of any interest or premium in connection
          with this ECP Global Note has not been guaranteed.

14.  Instructions for payment must be received at the offices of the Paying
     Agent referred to above together with this ECP Global Note as follows:

     (a)  if this ECP Global Note is denominated in Australian dollars, New
          Zealand dollars, Hong Kong dollars or Japanese Yen, at least two
          Business Days prior to the relevant payment date;

     (b)  if this ECP Global Note is denominated in United States dollars,
          Canadian dollars or Sterling, on or prior to the relevant payment
          date; and

     (c)  in all other cases, at least one Business Day prior to the relevant
          payment date.

     As used in this paragraph, "Business Day" means:

     (i)  a day other than a Saturday or Sunday on which commercial banks are
          open for general business (including dealings in foreign exchange and
          foreign currency deposits) in London; and

     (ii) in the case of payments in euro, a TARGET Business Day and, in all
          other cases, a day on which commercial banks are open for general
          business (including dealings in foreign exchange and foreign currency
          deposits) in the principal financial centre in the country of the
          above-mentioned Specified Currency.

15.  This ECP Global Note shall not be validly issued unless manually
     authenticated by Bank One, NA.

16.  This ECP Global Note is governed by, and shall be construed in accordance
     with, the laws of the State of New York.

17.  (a)  Appropriate forum: The Issuer irrevocably agrees that any suit, action
          or proceeding arising out of or relating to this ECP Global Note
          ("Proceedings") may be instituted in the courts of the State of New
          York or the federal courts sitting in the Borough of Manhattan, City
          of New York, State of New York. The issuer irrevocably waives any
          objection which it may have now or hereafter to the laying of the
          venue of any Proceedings and any claim that such Proceedings have been
          brought in any inconvenient or inappropriate forum, and irrevocably
          submits generally and unconditionally to the jurisdiction of any such
          court in any Proceedings. The Issuer further irrevocably agrees that a
<PAGE>

          judgment in any Proceedings brought in such courts may be enforced in
          the courts of any other jurisdiction.

    (b)   Service of process:  Nothing herein contained shall limit the right of
          any party hereto to initiate Proceedings in any other court of
          competent jurisdiction; nor shall the initiation of Proceedings in any
          one or more jurisdictions preclude taking Proceedings in any other
          jurisdiction.

    (c)   Non-exclusivity:  The Issuer hereby irrevocably appoints CT
          Corporation Systems, 1633 Broadway, New York, New York 10019, as its
          agent to accept service of process in any Proceedings in New York City
          in connection herewith.


AUTHENTICATED by                                Signed on behalf of:
BANK ONE, NA                                    STEELCASE INC
without recourse, warranty or liability and
for authentication purposes only


By: __________________________________          By: ___________________________
(Authorised Signatory)                          (Authorised Signatory)


By: __________________________________          By: ___________________________
(Authorised Signatory)                          (Authorised Signatory)

<PAGE>

                                   SCHEDULE
                             Payments of Interest

The following payments of interest in respect of this ECP Global Note have been
made:

<TABLE>
<CAPTION>
Date                Payment          Payment             Amount                 Notation
Made                From             To                  Paid                   on behalf
                                                                                of Paying
                                                                                Agent
<S>                 <C>              <C>                 <C>                    <C>
--------------      ----------       -------------       ----------------       --------------
--------------      ----------       -------------       ----------------       --------------
--------------      ----------       -------------       ----------------       --------------
--------------      ----------       -------------       ----------------       --------------
--------------      ----------       -------------       ----------------       --------------
</TABLE>
<PAGE>

                 Pro-forma Redemption or Interest Calculation
                        (Index linked ECP Global Note)

This is the Redemption or Interest Calculation relating to the attached index-
linked ECP Global Note:


Calculation Date:             _____________________________

Calculation Agent:            _____________________________

/1/[Minimum Redemption
Amount (per Note):            (Pounds)100,000 (for Sterling Notes only)]

Redemption Amount:            to be calculated by the Calculation Agent as
                              follows:

                              [Insert particulars of index and redemption
                              calculation]

                              [Indicate whether the calculation refers to
                              principal or coupon]

Confirmed:


__________________________
For STEELCASE INC.

Note:   The Calculation Agent is required to notify the Principal Paying Agent
        for the Notes of the Redemption Amount immediately upon completing its
        calculation of the same.

________________________________________________________________________________
/1/  Delete if not a Sterling linked Note
<PAGE>

                          Form of ECP Definitive Note
                  (Interest Bearing/Discounted/Index-Linked)
                                (Non-Sterling)*

ANY UNITED STATES PERSON (AS DEFINED IN SECTION 7701 OF THE INTERNAL REVENUE
CODE) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTION 165(j) AND
1287(a) OF THE INTERNAL REVENUE CODE.

BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT
A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).

                                   STEELCASE INC.

No:__________________________      Series No.: _________________________________

Issued in London on:_________      Maturity Date: ______________________________

Specified Currency:__________      Denomination: _______________________________

Nominal Amount:______________      Reference Rate:/4/____months LIBOR/EURIBOR/1/

Calculation Agent:/2/________      Fixed Interest Rate:/3/___________ %per annum
(Principal)

Margin:/4/___________________ %    Calculation Agent:/4/ _______________________
                                   (Interest)

Interest Payment Dates:/5/____________


________________________________________________________________________________


* This form of definitive note is designed for use where the issue proceeds are
accepted outside the UK. If the issue proceeds are accepted within the UK (e.g.
for sterling issues or, at least potentially, euro issues), the requirements of
the Banking Act 1987 (Exempt Transactions) Regulations 1997 and/or the Bank of
England Notice dated 18 March 1997 and/or the BBA London Good Delivery
requirements will have to be met. For this reason, euro issues almost always
involve settlement outside the UK.

/1/  Delete as appropriate. The reference rate will be LIBOR unless this ECP
     Note is denominated in euro and the Issuer and the relevant Dealer agree
     that the reference rate should be EURIBOR.

/2/  Complete for index-linked ECP Notes only.

/3/  Complete for fixed rate interest bearing ECP Notes only.

/4/  Complete for floating rate interest bearing ECP Notes only.

/5/  Complete for interest bearing ECP Notes.
<PAGE>

1.   For value received, Steelcase Inc. (the "Issuer") promises to pay to the
bearer of this ECP Note on the above-mentioned Maturity Date:

     (a)  the above-mentioned Nominal Amount; or

     (b)  if this ECP Note is index-linked, an amount (representing either
          principal or interest) to be calculated by the Calculation Agent named
          above, in accordance with the redemption or interest calculation, a
          copy of which is attached to this ECP Note and/or is available for
          inspection at the offices of the Paying Agent referred to below,

     together with interest thereon at the rate and at the times (if any)
     specified herein.

     All such payments shall be made in accordance with an issuing and paying
     agency agreement (ECP Notes) dated 20 June 2001 between the Issuer, the
     issuing agent and the paying agents referred to therein, a copy of which is
     available for inspection at the offices of Bank One, NA (the "Paying
     Agent") at 27 Leadenhall Street, London EC3A 1AA, England, and subject to
     and in accordance with the terms and conditions set forth below. All such
     payments shall be made upon presentation and surrender of this ECP Note at
     the offices of the Paying Agent referred to above by transfer to an account
     denominated in the above-mentioned Specified Currency maintained by the
     bearer in the principal financial centre in the country of that currency
     or, in the case of an ECP Note denominated in euro, by euro cheque drawn
     on, or by transfer to a euro account (or any other account to which euro
     may be credited or transferred) maintained by the payee with, a bank in the
     principal financial centre of any member state of the European Union.

2.   All payments in respect of this ECP Note shall be made without set-off,
     counterclaim, fees, liabilities or similar deductions and free and clear
     of, and without deduction or withholding for or on account of, taxes,
     levies, duties, assessments or charges of any nature now or hereafter
     imposed, levied, collected, withheld or assessed in any jurisdiction (each
     a "Relevant Jurisdiction") through, in or from which such payments are made
     or any political subdivision or taxing authority of or in any of the
     foregoing ("Taxes"). If the Issuer or any agent thereof is required by law
     or regulation to make any deduction or withholding for or on account of
     Taxes as a result of a change in U.S. Federal income tax law, the Issuer
     shall, to the extent permitted by applicable law or regulation, pay such
     additional amounts as shall be necessary in order that the net amounts
     received by the bearer of this ECP Note or the holder or beneficial owner
     of any interest herein or rights in respect hereof after such deduction or
     withholding shall equal the amount which would have been receivable
     hereunder in the absence of such deduction or withholding, except that no
     such additional amounts shall be payable:

     (a)  any Taxes that would have not been so imposed, levied, collected,
          withheld or assessed but for (i) the existence of any present or
          former connection between such holder (or between a fiduciary,
          settlor, member or shareholder beneficiary of, or possessor of a power
          over, such holder, if such holder is an estate, trust partnership or
          corporation) and the United States including, without limitation, such
          holder (or such fiduciary, settlor, beneficiary, member, shareholder
          or possessor) being or having been a citizen or resident thereof or
          being or having been engaged in trade or business or present therein
          or having or having had a
<PAGE>

          permanent establishment therein, or, if the United States is the
          Relevant Jurisdiction, having not been a United States Alien (as
          herein after defined) or (ii) such holders' past or present status as
          a personal holding company, foreign personal holding company or
          passive foreign investment company with respect to the United States
          or as a corporation that accumulates earnings to avoid United States
          federal income tax;

     (b)  in respect of any deduction or withholding which would not have been
          required but for the presentation by the bearer of this ECP Note for
          payment on a date more than 15 days after the Maturity Date or, if
          applicable, the relevant Interest Payment Date or (in either case) the
          date on which payment hereof is duly provided for, whichever occurs
          later;

     (c)  any estate, inheritance, gift, sales, transfer or personal property
          tax or any similar tax, assessment or government charge; or

     (d)  any Taxes that would not have been imposed but for a failure of such
          holder to comply with applicable certification, information,
          documentation or other reporting requirements concerning the
          nationality, residence, identity or connection with the Relevant
          Jurisdiction of the holder or beneficial owner of this ECP Note if
          such compliance is required by statute or regulation of the Relevant
          Jurisdiction as a precondition to relief or exemption from withholding
          or deduction of all or part of such Taxes. Nor shall additional
          interest be paid with respect to a payment on this ECP Note to a
          holder who is in fiduciary or partnership or other than the sole
          beneficial owner of such payment to the extent a beneficiary or
          settlor with respect to such a fiduciary or a member of such
          partnership or a beneficial owner would not have been entitled to the
          additional interest had such beneficiary, settlor, member or
          beneficial owner been the holder of this ECP Note. The term "United
          States Alien" means any person who, as to the United States, is a
          foreign corporation, a non-resident alien individual, a non-resident
          alien fiduciary of a foreign estate or trust, or a foreign partnership
          one or more of the members of which is, as to the United States, a
          foreign corporation, a non-resident alien individual or a non-resident
          alien fiduciary of a foreign estate or trust.

3.   The payment obligation of the Issuer represented by this ECP Note
     constitutes and at all times shall constitute a direct and unsecured
     obligation of the Issuer ranking (other than in the case of obligations
     preferred by mandatory provison of law) pari passu without any preference
     with all present and future unsecured and unsubordinated indebtedness of
     the Issuer.

4.   If the Maturity Date or, if applicable, the relevant Interest Payment Date
     is not a Payment Business Day (as defined herein) payment in respect hereof
     will not be made and credit or transfer instructions shall not be given
     until the next following Payment Business Day and the bearer of this ECP
     Note shall not be entitled to any interest or other sums in respect of such
     postponed payment.

     As used in this ECP Note:
<PAGE>

    "Payment Business Day" means any day other than a Saturday or Sunday which
    is both (A) a day on which commercial banks and foreign exchange markets
    settle payments and are open for general business (including dealings in
    foreign exchange and foreign currency deposits) in the relevant place of
    presentation, and (B) either (i) if the above-mentioned Specified Currency
    is any currency other than euro, a day on which commercial banks and foreign
    exchange markets settle payments and are open for general business
    (including dealings in foreign exchange and foreign currency deposits) in
    both London and the principal financial centre of the country of the
    relevant Specified Currency (which, if the Specified Currency is Australian
    dollars, shall be Sydney) or (ii) if the above-mentioned Specified Currency
    is euro, a day which is a TARGET Business Day; and

    "TARGET Business Day" means a day on which the Trans-European Automated
    Real-time Gross Settlement Express Transfer (TARGET) System, or any
    successor thereto, is operating credit or transfer instructions in respect
    of payments in euro.

5.  This ECP Note is negotiable and, accordingly, title hereto shall pass by
    delivery and the bearer shall be treated as being absolutely entitled to
    receive payment upon due presentation hereof (notwithstanding any notation
    of ownership or other writing thereon or notice of any previous loss or
    theft thereof).

6.  If this is an interest bearing ECP Note, then:

    (a)  notwithstanding the provisions of paragraph 1 above, if any payment of
         interest in respect of this ECP Note falling due for payment prior to
         the above-mentioned Maturity Date remains unpaid on the fifteenth day
         after falling so due, the amount referred to in part (a) or (b) (as the
         case may be) of paragraph 1 shall be payable on such fifteenth day; and

    (b)  upon each payment of interest (if any) prior to the Maturity Date in
         respect of this ECP Note, the Schedule hereto shall be duly completed
         by the Paying Agent to reflect such payment.

7.  If this is a fixed rate interest bearing ECP Note, interest shall be
    calculated on the Nominal Amount as follows:

    (a)  interest shall be payable on the Nominal Amount in respect of each
         successive Interest Period (as defined below) from (and including) the
         Issue Date to (and excluding) the Maturity Date only, in arrear on the
         relevant Interest Payment Date, on the basis of the actual number of
         days in such Interest Period and a year of 360 days at the above-
         mentioned Interest Rate with the resulting figure being rounded to the
         nearest amount of the above-mentioned Specified Currency which is
         available as legal tender in the country or countries (in the case of
         the euro) of the Specified Currency (with halves being rounded
         upwards); and

    (b)  the period beginning on the Issue Date and ending on the first Interest
         Payment Date and each successive period beginning on an Interest
         Payment Date and
<PAGE>

         ending on (and excluding) the next succeeding Interest Payment Date is
         an "Interest Period" for the purposes of this paragraph.

8.   If this is a floating rate interest bearing ECP Note, interest shall be
     calculated on the Nominal Amount as follows:

     (a)  in the case of an ECP Note which specifies LIBOR as the Reference Rate
          on its face, the Rate of Interest will be the aggregate of LIBOR and
          the above-mentioned Margin (if any) above or below LIBOR. Interest
          shall be payable on the Nominal Amount in respect of each successive
          Interest Period (as defined below) from (and including) the Issue Date
          to (and excluding) the Maturity Date only, in arrear on the relevant
          Interest Payment Date, on the basis of the actual number of days in
          such Interest Period and a year of 360 days.

          As used in this ECP Note:

          "LIBOR" shall be equal to the rate defined as "LIBOR-BBA" in respect
          of the above-mentioned Specified Currency (as defined in the 2000 ISDA
          Definitions published by the International Swaps and Derivatives
          Association, Inc., as amended, updated or replaced as at the date of
          this ECP Note, (the "ISDA Definitions")) as at 11.00 a.m. (London
          time) or as near thereto as practicable on the second London Banking
          Day before the first day of the relevant Interest Period (a "LIBOR
          Interest Determination Date"), as if the Reset Date (as defined in the
          ISDA Definitions) were the first day of such Interest Period and the
          Designated Maturity (as defined in the ISDA Definitions) were the
          number of months specified on the face of this ECP Note in relation to
          the Reference Rate; and

          "London Banking Day" shall mean a day on which commercial banks are
          open for general business (including dealings in foreign exchange and
          foreign currency deposits) in London;

     (b)  in the case of an ECP Note which specifies EURIBOR as the Reference
          Rate on its face, the Rate of Interest will be the aggregate of
          EURIBOR and the above-mentioned Margin (if any) above or below
          EURIBOR. Interest shall be payable on the Nominal Amount in respect of
          each successive Interest Period (as defined below) from (and
          including) the Issue Date to (and excluding) the Maturity Date only,
          in arrear on the relevant Interest Payment Date, on the basis of the
          actual number of days in such Interest Period and a year of 360 days.

          As used in this ECP Note, "EURIBOR" shall be equal to EUR-EURIBOR-
          Telerate (as defined in the ISDA Definitions) as at 11.00 a.m.
          (Brussels time) or as near thereto as practicable on the second TARGET
          Business Day before the first day of the relevant Interest Period (a
          "EURIBOR Interest Determination Date"), as if the Reset Date (as
          defined in the ISDA Definitions) were the first day of such Interest
          Period and the Designated Maturity (as defined in the ISDA
          Definitions) were the number of months specified on the face of this
          ECP Note in relation to the Reference Rate;
<PAGE>

     (c)  the Calculation Agent will, as soon as practicable after 11.00 a.m.
          (London time) on each LIBOR Interest Determination Date or 11.00 a.m.
          (Brussels time) on each EURIBOR Interest Determination Date (as the
          case may be), determine the Rate of Interest and calculate the amount
          of interest payable (the "Amount of Interest") for the relevant
          Interest Period. "Rate of Interest" means (A) if the Reference Rate is
          EURIBOR, the rate which is determined in accordance with the
          provisions of paragraph 8(b), and (B) in any other case, the rate
          which is determined in accordance with the provisions of paragraph
          8(a). The Amount of Interest shall be calculated by applying the Rate
          of Interest to the Nominal Amount of one Note of each denomination,
          multiplying such product by the actual number of days in the Interest
          Period concerned divided by 360 and rounding the resulting figure to
          the nearest amount of the above-mentioned Specified Currency which is
          available as legal tender in the country or countries (in the case of
          the euro) of the Specified Currency (with halves being rounded
          upwards). The determination of the Rate of Interest and the Amount of
          Interest by the Calculation Agent named above shall (in the absence of
          manifest error) be final and binding upon all parties;

     (d)  a certificate of the Calculation Agent as to the Rate of Interest
          payable hereon for any Interest Period shall be conclusive and binding
          as between the Issuer and the bearer hereof;

     (e)  the period beginning on (and including) the Issue Date and ending on
          (and excluding) the first Interest Payment Date and each successive
          period beginning on an Interest Payment Date and ending on the next
          succeeding Interest Payment Date is called an "Interest Period" for
          the purposes of this paragraph; and

     (f)  the Issuer will procure that a notice specifying the Rate of Interest
          payable in respect of each Interest Period be published as soon as
          practicable after the determination of the Rate of Interest. Such
          notice will be delivered to the bearer of this ECP Note, or if that is
          not practicable, will be published in a leading English language daily
          newspaper published in London (which is expected to be the Financial
          Times).

9.   Instructions for payment must be received at the offices of the Paying
     Agent referred to above together with this ECP Note as follows:

     (a)  if this ECP Note is denominated in Australian dollars, New Zealand
          dollars, Hong Kong dollars or Japanese Yen, at least two Business Days
          prior to the relevant payment date;

     (b)  if this ECP Note is denominated in United States dollars or Canadian
          dollars, on or prior to the relevant payment date; and

     (c)  in all other cases, at least one Business Day prior to the relevant
          payment date.

     As used in this paragraph, "Business Day" means:
<PAGE>

               (i)  a day other than a Saturday or Sunday on which commercial
                    banks are open for general business (including dealings in
                    foreign exchange and foreign currency deposits) in London;
                    and

               (ii) in the case of payments in euro, a TARGET Business Day and,
                    in all other cases, a day on which commercial banks are open
                    for general business (including dealings in foreign exchange
                    and foreign currency deposits) in the principal financial
                    centre in the country of the above-mentioned Specified
                    Currency.

10.  This ECP Note shall not be validly issued unless manually authenticated by
     Bank One, NA as issue agent.

11.  This ECP Note is governed by, and shall be construed in accordance with,
     the laws of the State of New York.

12.  (a)       Appropriate forum: The Issuer irrevocably agrees that any suit,
               action or proceeding arising out of or relating to this ECP Note
               ("Proceedings") may be instituted in the courts of the State of
               New York or the federal courts sitting in the Borough of
               Manhattan, City of New York, State of New York. The issuer
               irrevocably waives any objection which it may have now or
               hereafter to the laying of the venue of any Proceedings and any
               claim that such Proceedings have been brought in any inconvenient
               or inappropriate forum, and irrevocably submits generally and
               unconditionally to the jurisdiction of any such court in any
               Proceedings. The Issuer further irrevocably agrees that a
               judgment in any Proceedings brought in such courts may be
               enforced in the courts of any other jurisdiction.

     (b)       Service of process: Nothing herein contained shall limit the
               right of any party hereto to initiate Proceedings in any other
               court of competent jurisdiction; nor shall the initiation of
               Proceedings in any one or more jurisdictions preclude taking
               Proceedings in any other jurisdiction. If such person is not or
               ceases to be effectively appointed to accept service of process
               on the Issuer's behalf, the Issuer shall, on the written demand
               of the bearer addressed to the Issuer and delivered to the Issuer
               or to the offices of the Paying Agent, appoint a further person
               in the State of New York to accept service of process on its
               behalf and, failing such appointment within 15 days, the bearer
               shall be entitled to appoint such a person by written notice
               addressed to the Issuer and delivered to the Issuer or to the
               offices of the Paying Agent. Nothing in this paragraph shall
               affect the right of the bearer to serve process in any other
               manner permitted by law.

     (c)       Non-exclusivity: The Issuer hereby irrevocably appoints CT
               Corporation Systems, 1633 Broadway, New York, New York 10019, as
               its agent to accept service of process in any Proceedings in New
               York City in connection herewith.
<PAGE>

AUTHENTICATED by                                Signed on behalf of:
BANK ONE, NA                                    STEELCASE INC.
Without recourse, warranty or liability and
for authentication purposes only


By: __________________________________          By: ____________________________
(Authorised Signatory)                          (Authorised Signatory)

By: __________________________________          By: ____________________________
(Authorised Signatory)                          (Authorised Signatory)


<PAGE>

                                   SCHEDULE
                             Payments of Interest

The following payments of interest in respect of this ECP Definitive Note have
been made:

<TABLE>
<CAPTION>
Date                Payment          Payment             Amount                 Notation
Made                From             To                  Paid                   on behalf
                                                                                of Paying
                                                                                Agent
<S>                 <C>              <C>                 <C>                    <C>
______________      __________       _____________       ________________       ______________
______________      __________       _____________       ________________       ______________
______________      __________       _____________       ________________       ______________
______________      __________       _____________       ________________       ______________
______________      __________       _____________       ________________       ______________
</TABLE>
<PAGE>

                 Pro-forma Redemption or Interest Calculation
                      (Index linked ECP Definitive Note)

This is the Redemption or Interest Calculation relating to the attached index-
linked ECP Definitive Note:

Calculation Date:     _____________________________

Calculation Agent:    _____________________________

Redemption Amount:    to be calculated by the Calculation Agent as follows:

                      [Insert particulars of index and redemption calculation]

                      [Indicate whether the calculation refers to principal
                      or coupon]

Confirmed:


_____________________________
For STEELCASE INC.


Note:   The Calculation Agent is required to notify the Paying Agent for the
        Notes of the Redemption Amount immediately upon completing its
        calculation of the same.
<PAGE>

                                  SCHEDULE 3
                         Timetable for Issues of Notes

                Timetable for Issues of Notes for Two-day Value

Day              Latest Time             Action

Issue Date       2.00 p.m.               The Issuer may agree terms with one or
minus 2                                  more of the Dealers for the issue and
                                         purchase of Notes. Once agreement is
                                         reached, the Issuer telephones the
                                         Issuing Agent (to be confirmed by
                                         facsimile referred to below) to
                                         instruct it to prepare, complete,
                                         authenticate and issue a Global Note
                                         for each Tenor of underlying Notes
                                         which the Dealers have agreed to
                                         purchase, giving details of such Notes.

                 3.00 p.m.               The Issuer confirms its instructions to
                                         the Issuing Agent by facsimile
                                         (substantially in the form set out in
                                         Schedule 1), or by means of direct
                                         electronic communication in such manner
                                         as may be agreed between the Issuing
                                         Agent and the Issuer. The Issuer sends
                                         a copy of such confirmation to the
                                         relevant Dealer.

                                         The Issuing Agent telephones each of
                                         Euroclear and Clearstream, Luxembourg
                                         with a request for a security code for
                                         each Tenor of Notes (and if more than
                                         one Global Note is to be issued in
                                         respect of a series of Notes with the
                                         same Tenor, a separate security code
                                         for each). The Issuing Agent notifies
                                         such security code or codes to the
                                         Issuer and each Dealer which has agreed
                                         to purchase Notes.

                 5.00 p.m.               If a Dealer has reached agreement with
                                         the Issuer by telephone, such Dealer
                                         confirms to the Issuer (with a copy to
                                         the Issuing Agent) the terms of the
                                         agreement (including the currency and
                                         principal amount, issue date, maturity
                                         date and the yield/interest rate) by
                                         facsimile transmission or otherwise in
                                         writing. The details set out in this
                                         confirmation shall be conclusive
                                         evidence of the agreement (save in the
                                         case of manifest error) and shall be
                                         binding on the parties accordingly.
<PAGE>

Issue Date       3.00 p.m.               The Issuing Agent prepares and
minus 1                                  authenticates the Global Note for each
                                         Tenor of Notes which the Dealers have
                                         agreed to purchase on the Issue Date.

                                         All Global Notes are then delivered to
                                         a common depositary for Euroclear and
                                         Clearstream, Luxembourg and
                                         instructions are given to
                                         Euroclear/Clearstream, Luxembourg (as
                                         appropriate) to credit the underlying
                                         Notes represented by such Global Notes
                                         to the Issuing Agent's distribution
                                         account. In respect of each Dealer
                                         which has agreed to purchase underlying
                                         Notes represented by Global Notes, the
                                         Issuing Agent instructs
                                         Euroclear/Clearstream, Luxembourg to
                                         debit from its distribution account the
                                         number of underlying Notes of each
                                         Tenor which such Dealer has agreed to
                                         purchase and to credit such underlying
                                         Notes to the account of such Dealer.
                                         Each Dealer which has agreed to
                                         purchase underlying Notes represented
                                         by Global Notes gives corresponding
                                         instructions to Euroclear/Clearstream,
                                         Luxembourg.

Issue Date                               Euroclear/Clearstream, Luxembourg debit
                                         and credit accounts in accordance with
                                         instructions received by them.

                 5.00 p.m.               In respect of Notes denominated in a
                                         currency other than U.S. Dollars, the
                                         Issuing Agent pays the Issuer the
                                         aggregate amounts received by it from
                                         the Dealer(s) in same day funds via
                                         transfer of funds to such account of
                                         the Issuer as the Issuer may notify to
                                         the Issuing Agent from time to time.
<PAGE>

     Timetable for Issues of Sterling Definitive Notes for Same-Day Value

Day               Latest Time            Action

Issue Date        12.00 p.m.             The Issuer may agree terms with one or
                                         more of the Dealers for the issue and
                                         purchase of Notes. Once agreement is
                                         reached, the Issuer telephones the
                                         Issuing Agent (to be confirmed by the
                                         facsimile referred to below) to
                                         instruct it to prepare, complete,
                                         authenticate and issue Sterling
                                         Definitive Notes which the Dealers have
                                         agreed to purchase, giving details of
                                         such Notes.

                  12.30 p.m.             The Issuer confirms its instructions to
                                         the Issuing Agent by facsimile
                                         (substantially in the form set out in
                                         Schedule 1), or by means of direct
                                         electronic communication in such manner
                                         as may be agreed between the Issuing
                                         Agent and the Issuer. The Issuer sends
                                         a copy of such confirmation to the
                                         relevant Dealer.

                  12.30 p.m.             If a Dealer has reached agreement with
                                         the Issuer by telephone, such Dealer
                                         confirms to the Issuer (with a copy to
                                         the Issuing Agent) the terms of the
                                         agreement (including the yield, the
                                         aggregate principal amount of the Notes
                                         to be purchased by it, and their Tenor
                                         and Issue Date) by facsimile
                                         transmission or otherwise in writing.
                                         The details set out in this
                                         confirmation shall be conclusive
                                         evidence of the agreement (save in the
                                         case of manifest error) and shall be
                                         binding on the parties accordingly.

                  1.30 p.m.              The Issuing Agent prepares and
                                         authenticates the Notes for each Tenor
                                         of Notes which the Dealers have agreed
                                         to purchase on the Issue Date. The
                                         Issuing Agent holds all such Notes for
                                         collection by each Dealer which has
                                         agreed to purchase them against receipt
                                         of an undertaking of such Dealer (or,
                                         if the Issuing Agent requests, an
                                         undertaking of the bank through which
                                         payment is to be made) satisfactory to
                                         the Issuing Agent that payment of the
                                         aggregate issue prices due from such
                                         dealer will be made on the Issue Date.

                  2.30 p.m.              Payment instructions effected to
                                         transfer funds to the Issuer's account
                                         for same-day value.


Notes to the Timetables:
<PAGE>

(a)  Each day is a Business Day, counted in reverse order from the proposed
     Issue Date.

(b)  The Issue Date is a Business Day.

(c)  Times given are the approximate times for the taking of the action in
     question and (save as otherwise provided) are references to London time.

(d)  Times given may be varied from time to time, subject in each case to the
     express agreement of the Issuing Agent.
<PAGE>

                                SIGNATURE PAGES

The Issuer

STEELCASE INC.

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

Address:    901 44/th/ Street
            Grand Rapids
            M1 49508
            United States of America

Telephone:  +1 616 247 2710
Facsimile:  + 1 616 247 3040

Attention:  Treasury

The Issuing Agent, Paying Agent and Principal Paying Agent

BANK ONE, NA

By:         /s/  Jack Davis
            --------------------

Address:    27 Leadenhall Street
            London
            EC3A 1AA

Telephone:  +44 20 7903 4919/21
Facsimile:  +44 20 7867 9186

Attention:  Corporate Trust