NOTICE OF ANNUAL MEETING

      The Board of Directors of Steelcase Inc. cordially invites all shareholders to attend the Company’s 2007 Annual Meeting of Shareholders as follows:

      The Annual Meeting is being held to allow you to vote on the following proposals and any other matter properly brought before the shareholders:

      If you were a shareholder of record as of the close of business on April 25, 2007, you are eligible to vote. You may either vote at the meeting or by proxy, which allows your shares to be voted at the meeting even if you are not able to attend. If you choose to vote by proxy:

      Every vote is important, and you are urged to vote your shares as soon as possible.

      We look forward to seeing you at the meeting.

Grand Rapids, Michigan

May 17, 2007

PROXY STATEMENT

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

      You are being asked to vote on the following matters and any other business properly coming before the 2007 Annual Meeting of Shareholders, which we refer to in this proxy statement as the “Meeting”:

      Proposal 1: Election of three directors nominated to a three-year term on the Board of Directors

      Proposal 2: Approval of the Steelcase Inc. Management Incentive Plan

      Proposal 3: Approval of the Steelcase Inc. Incentive Compensation Plan

      The Board of Directors recommends that you vote FOR each of the nominees for director listed in Proposal 1 and FOR Proposals 2 and 3.

      Your approval of the plans will allow us to continue granting awards under them that will satisfy an exemption to the applicability of Section 162(m) of the Internal Revenue Code. Section 162(m) generally prohibits the deduction from taxable income by publicly-held companies of compensation paid to certain executive officers in excess of $1 million per year. There is an exemption to this rule for performance-based compensation which is paid under a plan approved by the company’s shareholders, among other requirements. We are asking for your approval to satisfy this requirement so that we can continue to take a tax deduction for compensation in excess of $1 million per year.

      Shareholders of record of Class A Common Stock or Class B Common Stock at the close of business on April 25, 2007 may vote at the Meeting.

      At the close of business on April 25, 2007, there were 83,033,983 shares of Class A Common Stock and 62,779,936 shares of Class B Common Stock outstanding.

      Each shareholder has one vote per share of Class A Common Stock and ten votes per share of Class B Common Stock owned of record at the close of business on April 25, 2007.

      If you are a registered shareholder (that is, if you hold your Steelcase stock directly in your name), you may vote by telephone, Internet or mail or by attending the Meeting and voting in person.

      Whether you vote by telephone, Internet or mail, you may specify whether your shares should be voted for all, some or none of the nominees for director.

      If you do not specify a choice and you use the enclosed proxy card, your shares will be voted FOR the election of each of the nominees for director listed under Proposal 1—Election of Directors and FOR each of Proposal 2 and Proposal 3.

      If you do not specify a choice and you use a ballot card supplied by your broker, the rules of the New York Stock Exchange, or NYSE, provide that your broker can vote as they wish on Proposals 1 and 2. On Proposal 3, the NYSE rules provide that if you do not provide instructions to your broker on how to vote, your shares will not be treated as votes cast in determining the outcome of the proposal. For more information on the NYSE rules about broker voting, please see “Voting” under Supplemental Information.

      If you received more than one proxy card, it is likely that your shares are registered differently or are in more than one account. You should sign and return all proxy cards to ensure all of your shares are voted.

      For any other matter that properly comes before the Meeting, your shares will be voted in the discretion of the proxy holders. As of April 25, 2007, we do not know of any other matter to be considered at the Meeting.

      If you appoint a proxy, you may revoke it at any time before it is exercised by notifying the Company’s Secretary in writing, by delivering a later dated proxy to the Company’s Secretary or by attending the Meeting and voting in person.

      Shareholders of record of Class A Common Stock or Class B Common Stock may attend the Meeting.

      You can listen to a live webcast of the Meeting on the Internet. Instructions for listening to the webcast will be available on the “Webcasts & Presentations” page of the Investor Relations section of our website, located under “our company” at www.steelcase.com, approximately one week before the Meeting. An audio replay of the Meeting will be available on our website shortly after the conclusion of the Meeting and until September 21, 2007.

      We must receive any shareholder proposals to be included in our proxy statement for the 2008 Annual Meeting of Shareholders by January 18, 2008. Shareholder proposals to be presented from the floor of the 2008 Annual Meeting must be received no earlier than March 23, 2008 and no later than April 12, 2008. All shareholder proposals must be sent in the manner and meet the requirements specified in our by-laws.

      We send a single copy of our annual report and proxy statement to any household at which two or more shareholders reside if they appear to be members of the same family. This practice is known as “householding” and helps reduce our printing and postage costs. Any shareholder residing at the same address as another shareholder who wishes to receive a single document or separate documents should call (800) 542-1061 or write to Broadridge Financial Solutions, Householding Department, 51 Mercedes Way, Edgewood, New York 11717, and we will deliver the requested documents promptly.

PROPOSAL 1—ELECTION OF DIRECTORS

      Our Board of Directors currently has eleven members and is divided into three classes serving staggered three-year terms.

      There are three nominees for election this year. Each is currently a member of our Board and is nominated to serve as a Class III director for a term that will expire at the 2010 Annual Meeting.

      Our Board of Directors met seven times during fiscal year 2007 (February 25, 2006— February 23, 2007). Each of our directors attended at least 75% of the total number of meetings of the Board and the committees on which they served during the year. Our Board’s policy is that each director is expected to attend our annual meeting of shareholders. Each of our directors attended our 2006 Annual Meeting.

      The Board of Directors recommends that you vote FOR each of the nominees.

OUR BOARD OF DIRECTORS

Nominees for Election as Class III Directors for the Term Expiring in 2010:

Related Directors

      Robert C. Pew III and Kate Pew Wolters are brother and sister and are first cousins to William P. Crawford and P. Craig Welch, Jr., and Mr. Crawford and Mr. Welch, Jr. are first cousins to each other.

Chairman Emeritus

      Our Board has designated our former director Robert C. Pew II as Chairman Emeritus. As Chairman Emeritus, Mr. Pew II is invited to attend Board and committee meetings, but he does not have any right to vote as a director and does not receive any retainer or other meeting fees.

CORPORATE GOVERNANCE

      Our Board of Directors is committed to monitoring the effectiveness of policy and decision making at the Board and management levels. Fundamental to its corporate governance philosophy is the Board’s commitment to upholding our reputation for honesty and integrity. Equally fundamental is its commitment to serving as an independent overseer of our management and operations.

Corporate Governance Principles

      Our Board adopted our Corporate Governance Principles on December 18, 2002. These principles outline the goals, duties and responsibilities of the Board and its committees, as well as our Board’s expectations of directors, including the following:

Audit Committee Matters

      Our Corporate Governance Principles prohibit any member of our Audit Committee from sitting on the audit committees of more than two other public companies. The Board of Directors has designated Michael J. Jandernoa as an “audit committee financial expert,” as defined by the rules of the Securities and Exchange Commission, or SEC, based on his financial and accounting education and experience. Mr. Jandernoa is independent, as independence of audit committee members is defined by the listing standards of the NYSE.

Compensation Committee Interlocks and Insider Participation

      Earl D. Holton, Michael J. Jandernoa, David W. Joos, Elizabeth Valk Long, P. Craig Welch, Jr. and Kate Pew Wolters currently serve as members of our Compensation Committee, and there is no insider participation.

      The only member of our Board who is also a member of management is James P. Hackett, our President and Chief Executive Officer. Our Board meets quarterly in executive session without Mr. Hackett present. During these sessions, Robert C. Pew III, as Chair of the Board, presides. Our Corporate Governance Principles provide that if the Chair of the Board is a member of management, the outside directors will designate a member to preside at executive sessions. You may contact the Chair of the Board (or the lead non-management director, if one is subsequently appointed) by sending a certified letter to:

Code of Ethics, Code of Business Conduct and Board Committee Charters

      Our Board has adopted a Code of Ethics applicable to our chief executive and senior financial officers, as well as a Code of Business Conduct that applies to all of our employees and directors. Only our Nominating and Corporate Governance Committee may grant any waivers of either code for a director or executive officer. Each of these codes, the charters of our Audit, Compensation and Nominating and Corporate Governance Committees, and our Corporate Governance Principles are available in the Corporate Governance section of our Internet website, located at www.steelcase.com, and found under “our company,” “About Steelcase.” If any amendment to, or waiver from, a provision of our Code of Ethics is made for our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, we will also post such information in the Corporate Governance section of our website.

      We will provide a printed copy of any of these materials to you upon request and without charge. Please send any such requests to us by email at ir@steelcase.com or by mail at:

Contacting Our Board

      Our Board has adopted a process for interested parties to send communications to the Board. To contact the Board, any of its committees or any of our directors, please send a certified letter addressed to:

      All such letters will be opened by the Company’s Secretary. Any contents that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any committee or group of directors, the Secretary will make sufficient copies of the contents and send them to each director who is a member of the committee or group to which the envelope is addressed.

      The Steelcase Foundation is included in the categorical standards for director independence described in Nominating and Corporate Governance Committee Matters. The Foundation was established in 1951 to make grants to non-profit organizations, projects and programs in the communities where our employees live and work. Established by the founders of Steelcase Inc., the Foundation seeks to give back to the communities that have been instrumental to the Company’s operations and growth. From time to time, the Company has donated a portion of its earnings to the Foundation. The Company did not make any donations to the Foundation during fiscal year 2007. Our Board of Directors determines whether a donation will be made to the Foundation and determines the amount. The following of our directors also serve as Foundation Trustees: James P. Hackett, Earl D. Holton, Robert C. Pew III and Kate Pew Wolters, who serves as Chair of the Board of Trustees of the Foundation. The other Trustees of the Foundation are David D. Hunting, Jr., Mary Goodwillie Nelson, Peter M. Wege and James C. Welch.

COMMITTEES OF THE BOARD OF DIRECTORS

      Four standing committees assist our Board of Directors in fulfilling the responsibilities summarized below. Each committee has the power to conduct or authorize investigations or studies of matters within the scope of its responsibilities and may, at the Company’s expense, retain independent counsel or other consultants or advisors as deemed necessary. Each committee also has the sole authority to retain or terminate its consultants and approve the payment of fees.

Audit Committee

Executive Committee

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE MATTERS

      The Nominating and Corporate Governance Committee has four members, all of whom are independent under the NYSE listing standards. The Committee performs the duties described in Committees of the Board of Directors and operates under a written charter adopted by the Board of Directors that is reviewed and assessed at least annually.

Corporate Governance

      Since its formation in June 2002, the Committee has focused on seeking out and implementing world class governance policies and practices. Some of the resulting policies and practices are summarized below and in Corporate Governance.

Board Composition

      The Committee identifies and recommends to the Board of Directors qualified candidates for election as directors. As a part of that responsibility, the Committee conducts an annual review of the composition of the Board and evaluates whether it continues to reflect the balance of knowledge, experience, skills, expertise and diversity necessary to provide oversight and direction to management in a manner that builds long-term shareholder value.

Qualifications

      Nominees for director are selected on the basis of several criteria, the most fundamental of which is integrity. Our Board is committed to diversity, and a candidate’s ability to add to the diversity of our Board is also considered. Directors are expected to be curious and demanding independent thinkers who possess appropriate business judgment and are committed to representing the long-term interests of shareholders. Directors must possess knowledge, experience, skills or expertise that will enhance our Board’s ability to direct our business. They must also be willing and able to spend the time and effort necessary to effectively discharge their responsibilities. Directors must be prepared to resign from our Board in the event that they have a significant change in responsibilities, including a change in employment, as required by our Corporate Governance Principles.

      In addition to the above qualifications, the Committee also reviews the effectiveness of directors when determining whether to re-nominate a current member of our Board for an additional term.

Identification of Candidates for Director

      The Committee considers candidates suggested by its members, other directors and senior management in anticipation of potential or expected Board vacancies. After identifying a potential candidate, the Committee collects and reviews publicly-available information to assess whether they should be considered further. If the candidate warrants further consideration, the Chair or another member of the Committee will initiate a contact. Generally, if the person expresses a willingness to be considered, the Committee requests information from the candidate, reviews their qualifications and accomplishments and conducts one or more interviews with the candidate. Committee members may also contact references or others who have personal knowledge of the candidate’s accomplishments.

      The Committee will also consider candidates recommended by shareholders for nomination by the Board, taking into consideration the needs of the Board and the qualifications of the candidate. Shareholders must submit recommendations to the Company’s Secretary in writing and include the following information:

      Shareholders may also make their own nominations for director by following the process specified in our by-laws.

      The Committee has the sole authority to retain search firms to assist in identifying candidates. During fiscal year 2007, the Committee retained Boyden Global Executive Search to assist it with identifying and evaluating potential candidates.

Director Independence

      A majority of the members of our Board of Directors must be independent, as defined by the NYSE listing standards. On an annual basis, the Committee reviews and considers all relevant facts and circumstances relative to the independence of each of our directors and presents its findings to our Board.

      Our Board adopted categorical standards to guide the determination of each director’s independence. Under these standards, none of the following is considered a material relationship impairing a director’s independence:

      As used in the above categorical standards, “business with the Company” includes the Company selling products or services to the other company, either directly or through an independently owned dealer, and the Company buying products or services from the other company during the last three years. Unless the context otherwise requires, “director” includes the director and his or her immediate family members as defined in the NYSE listing standards.

      Applying the NYSE listing standards and the Board’s categorical standards and considering all the relevant facts and circumstances, upon the recommendation of the Committee, our Board of Directors determined that William P. Crawford, Earl D. Holton, Michael J. Jandernoa, David W. Joos, Elizabeth Valk Long, Robert C. Pew III, Cathy D. Ross, Peter M. Wege II, P. Craig Welch, Jr. and Kate Pew Wolters are independent. James P. Hackett was found not to be independent because of his executive management position.

      In reaching its recommendation to the Board, the Committee considered the following relationships between certain of our directors and Steelcase:

      In addition, the Committee considered that:

      The Committee determined that each of the relationships it considered fell within the categorical standards adopted by the Board and, as a result, that the relationships are not material.

      We have a written Related Person Transactions Policy under which the Nominating and Corporate Governance Committee is responsible for reviewing and approving transactions with the Company in which certain “related persons”, as defined in the policy, have a direct or indirect material interest. Related persons include the Company’s directors and executive officers, members of their immediate family and persons who beneficially own more than 5% of the Company’s stock. A copy of our Related Person Transactions Policy is posted in the Corporate Governance section of our website, located at www.steelcase.com, and found under “our company,” “About Steelcase.”

      Under the policy, our Chief Legal Officer will determine whether any identified potential related person transaction requires review and approval by the Committee, in which case the transaction will be referred to the Committee for approval, ratification or other action. If management becomes aware of an existing related person transaction which has not been approved by the Committee, the transaction will be referred to the Committee for appropriate action. In those instances where it is not practicable or desirable to wait until the next Committee meeting to consider the transaction, the Committee has delegated authority to the Chair of the Committee to consider the transaction in accordance with the policy.

      The Committee is authorized to approve those related person transactions which are in, or are not inconsistent with, the best interests of our company and our shareholders. In considering any transaction, the Committee considers all relevant factors, including, as applicable:

      Under the policy, certain categories of transactions have been identified as permissible, without approval by the Committee, as the transactions involve no meaningful potential to cause disadvantage to us or to give advantage to the related person.

      For fiscal year 2007, the Committee reviewed the following related person transactions:

      Following a review of the transactions, the Committee approved the employment of Ms. Niemann and the payment of related compensation to her in accordance with the Company’s Related Person Transactions Policy. Because Fifth Third is an institutional shareholder holding Steelcase stock with no apparent purpose or effect of changing or influencing control of the Company, approval of the Company’s transactions with Fifth Third was not required pursuant to the Company’s Related Person Transactions Policy. Our President and Chief Executive Officer, James P. Hackett, is a director of Fifth Third Bancorp, and directors William P. Crawford and Michael J. Jandernoa are directors of Fifth Third Bank—a Michigan banking corporation, but none of Messrs. Hackett, Crawford or Jandernoa is considered to have a direct or indirect material interest in our transactions with Fifth Third.

      During fiscal year 2007, we repurchased an aggregate of 2.3 million shares of our Class B Common Stock from (1) Crastecom B Limited Partnership, of which William P. Crawford is the managing partner, (2) the William P. Crawford Trust U/ A/ D December 27, 1995, as amended, of which Mr. Crawford is the trustee, and (3) the Marilyn M. Crawford Trust U/ A/ D December 27, 1995, as amended, of which Mr. Crawford’s wife is the trustee. Mr. Crawford is a director and beneficial owner of more than 5% of our Class A Common Stock. The purchase price was an aggregate of $41.63 million, or $18.10 per share, and the repurchase was approved in advance by our Board of Directors.

      On April 30, 2007, we repurchased an aggregate of 1,718,750 shares of our Class B Common Stock from (1) the William P. Crawford Trust U/ A/ D December 27, 1995, as amended, of which Mr. Crawford is the trustee, (2) the Marilyn M. Crawford Trust U/ A/ D December 27, 1995, as amended, of which Mr. Crawford’s wife is the trustee, (3) the Walter D. Idema Grandchild Trust for the benefit of William P. Crawford, of which Mr. Crawford is a co-trustee, and (4) the Walter D. Idema Grandchild Trust No. 2 for the benefit of William P. Crawford, of which Mr. Crawford is a co-trustee. The purchase price was an aggregate of $33 million, or $19.20 per share, and the repurchase was approved in advance by our Board of Directors.

AUDIT COMMITTEE REPORT

      The Audit Committee has four members, all of whom are financially literate as defined by the Board of Directors and are independent under the NYSE listing standards. Our Committee performs the duties described in Committees of the Board of Directors and operates under a written charter adopted by the Board of Directors that is reviewed and assessed at least annually.

      Management is responsible for the Company’s financial reporting process and its internal controls regarding financial reporting, accounting, legal compliance and ethics. BDO Seidman, LLP, the Company’s independent registered public accounting firm (“independent auditor”), is responsible for performing independent audits of the Company’s consolidated financial statements and its internal control over financial reporting and issuing opinions on:

      Our Committee’s role is to serve as an independent and objective party to monitor these processes on behalf of the Board of Directors and to review the audit efforts of the Company’s internal and independent auditors.

      In this context, we discussed with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit Committees, as amended. In addition, we received the written disclosures and letter from the independent auditor required by Independence Standards Board Standard No. 1 and reviewed, evaluated and discussed the written report and letter with that firm and its independence with respect to the Company.

      We discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. We also reviewed and discussed with management the Company’s audited financial statements. We met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal control and the overall quality of the Company’s financial reporting.

      Based on the review and discussions referred to above, and relying on the representations of the Company’s management and the independent auditor’s report, our Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 23, 2007 for filing with the Securities and Exchange Commission.

FEES PAID TO PRINCIPAL INDEPENDENT AUDITOR

      BDO Seidman, LLP’s fees for fiscal year 2007 (estimated) and fiscal year 2006 (actual) for work performed for us are as follows:

 

			Fiscal Year					Fiscal Year
Type of Fees			2007					2006
Audit Fees (1)			$	2,188,000				$	1,827,000
Audit-Related Fees (2)				219,000					233,000
Tax Fees (3)				300,000					277,000
All Other Fees				—					—
Total			$	2,707,000				$	2,337,000

      Our Audit Committee determined that providing the services reflected in the above table was compatible with the maintenance of BDO Seidman, LLP’s independence.

      In addition, our Audit Committee has adopted a policy under which it approves in advance recurring audit, audit-related and tax services rendered by BDO Seidman, LLP, subject to specific fee limits. If circumstances require hiring the independent auditors for services not previously pre-approved or that would exceed the fee limits previously set, the Audit Committee must pre-approve the new services or fee limits. The Audit Committee Chair may approve specified services between regularly scheduled meetings of the Audit Committee, subject to review by the full Audit Committee at its next scheduled meeting. The fiscal year 2007 services and fees reflected in the above table were pre-approved by the Audit Committee.

COMPENSATION COMMITTEE REPORT

      The Compensation Committee has six members, all of whom are independent under the NYSE listing standards. The Committee performs the duties described in Committees of the Board of Directors and operates under a written charter adopted by the Board of Directors that is reviewed and assessed at least annually.

      We have reviewed and discussed with management the Compensation Discussion and Analysis which follows this report. Based on such review and discussions, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for filing with the Securities and Exchange Commission and distribution to the Company’s shareholders.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

      This section discusses our policies and practices relating to executive compensation and presents a review and analysis of the compensation earned in fiscal year 2007 by our Chief Executive Officer, or CEO, the two individuals who served as our Chief Financial Officer during the year and our three other most-highly compensated executive officers, to whom we refer collectively in this proxy statement as the “named executive officers”. The amounts of compensation earned by these executives during fiscal year 2007 are detailed in the Fiscal Year 2007 Summary Compensation Table in Executive Compensation, Retirement Programs and Other Arrangements and the other tables which follow it. The purpose of this section is to provide you with more information about the types of compensation earned by the named executive officers and the philosophy and objectives of our executive compensation programs and practices.

Philosophy and Objectives

      Our philosophy for the compensation of all of our employees, including the named executive officers, is to value the contribution of our employees and share profits through broad-based incentive arrangements designed to reward performance and motivate collective achievement of strategic objectives that will contribute to our company’s success. The primary objectives of the compensation programs for our named executive officers are to:

      Each fiscal year, the Compensation Committee conducts a review of the various components of compensation of our named executive officers. The Committee reviews a summary which projects the compensation of each executive for the following five years, showing the estimated amounts that would be received by the executive under various performance scenarios.

      Pursuant to its charter, the Committee has the sole authority to retain or terminate an independent compensation consultant of its choosing to assist the Committee in carrying out its responsibilities. The Committee has engaged Towers Perrin to advise the Committee on various matters related to the compensation of the named executive officers, including conducting and providing the Committee with a study of the competitiveness of our executive compensation relative to market data. Towers Perrin is engaged directly by the Compensation Committee and does not perform any other consulting services for our company, but we purchase compensation survey data from Towers Perrin from time to time.

      The Towers Perrin study compares our executive compensation to that of a comparison group of companies, which includes companies in the following categories:

      The composition of the comparison group of companies is reviewed and approved by the Compensation Committee each year. For fiscal year 2007, the comparison group consisted of:

     As a general principle, both the overall level of compensation and the mix of compensation for each of the named executive officers is compared to the median level of the comparison group, taking into account (a) any difference between the role and responsibilities of our executive compared to those of his or her peer in the comparison group and (b) the specific contributions the executive has made to the successful achievement of our company goals. The relative experience level of the named executive officer and his or her tenure with our company are also considered as part of the comparison.

      Historically, the Compensation Committee approved the compensation of our CEO, but beginning in March 2007, the Compensation Committee is required to submit its recommendation with regard to our CEO’s compensation to our Board of Directors for approval. Our CEO develops and submits to the Compensation Committee his recommendation for the compensation of each of the named executive officers other than himself in connection with annual merit reviews of their performance. The Compensation Committee reviews and discusses the recommendations made by our CEO and approves the compensation for each named executive officer for the coming year.

      None of the named executive officers has an employment agreement.

Authority of the Compensation Committee; Role of Executive Officers

      Pursuant to its charter, the Compensation Committee is authorized by our Board of Directors to oversee our compensation and employee benefit practices and plans generally, including our executive compensation, incentive compensation and equity-based plans. The Committee may

      The Compensation Committee has delegated to our CEO the authority to grant stock options, restricted stock and restricted units to employees. Under this delegated authority, our CEO cannot grant options to acquire more than 5,000 shares, more than 2,000 shares of restricted stock, or more than 2,000 restricted units in any year to any one individual, and he cannot grant, in the aggregate, options to acquire more than 100,000 shares, more than 40,000 shares of restricted stock and more than 40,000 restricted units in any year. Also, our CEO cannot grant any stock options, restricted stock or restricted units to any executive officer. The Compensation Committee also has delegated authority to our CEO to designate those employees who will participate in our Management Incentive Plan; provided, however, that the Committee is required to approve participation in such plan by any of our executive officers or anyone else who directly reports to our CEO.

      As described above, our CEO makes recommendations to the Compensation Committee with regard to the compensation of each of the other executive officers, and any changes in executive officer compensation require the approval of the Committee. In addition, our Chief Financial Officer and other members of our finance staff assist the Committee with establishing performance target levels for performance-based compensation, as well as with the calculation of actual financial performance and comparison to the performance targets, each of which actions require the Committee’s approval.

Elements of Executive Compensation for Fiscal Year 2007

      The base salary of each of our named executive officers is reviewed by the Compensation Committee at the beginning of each fiscal year as part of the overall annual review of executive compensation described above. As a general rule, base salaries for the named executive officers are set at a level which will allow us to attract and retain highly-qualified executives. In addition to the annual reviews, the base salary of a particular executive may be adjusted during the course of a fiscal year, for example, in connection with a promotion or other material change in the executive’s role or responsibilities. During fiscal year 2007, each of the named executive officers received a merit increase to his or her base salary in May 2006, and Mark A. Baker, James P. Keane and David C. Sylvester each received a base salary increase in October 2006 in connection with a promotion or other material change in their responsibilities.

      Each of the named executive officers, along with approximately 320 other management employees, is a participant in our Management Incentive Plan, or MIP. The MIP provides for two types of awards: short-term awards and long-term awards. Both types of awards are calculated based on the financial performance of our company for the fiscal year using the measurement of economic value added, or EVA. EVA is a profit measure that takes into account our cost of capital. EVA is calculated by taking our net income for the fiscal year, deducting a capital charge representing the economic cost of a reasonable return (set by the Compensation Committee at 12% for fiscal year 2007) on our net assets, less excess cash and related interest income, and then adjusting for recent acquisitions and deferring a portion of restructuring or other charges to the extent approved by the Committee.

      At the beginning of each fiscal year, the Compensation Committee establishes the targets for EVA performance under the MIP for that fiscal year, and the targets are the same for all participants in the MIP. Achievement of the EVA targets will produce a MIP award multiple of 1.0, but achievement of

      For fiscal year 2007, the MIP awards were based 50% on EVA for the fiscal year as compared to an absolute EVA target set by the Compensation Committee and 50% on EVA for the fiscal year as compared to an EVA growth target set by the Compensation Committee. The absolute EVA target typically has been set at $0, and the EVA growth target is set based on the average of (a) the actual EVA for the prior year and (b) the MIP EVA growth target for the prior year and adjusted for an improvement factor equal to 1% of our net assets to the extent that the resulting growth target would be less than or equal to 15% of our net assets.

      The table below shows the levels of EVA that would have resulted in the award of the threshold, target or maximum MIP award multiples for fiscal year 2007.

Threshold

Target

Maximum

(0.0 MIP

(1.0 MIP

(2.0 MIP

EVA Target

multiple)

multiple)

multiple)

Absolute

$(120.0)million

$0.0million

$120.0million

Growth

$(103.8)million

$(63.8)million

$(23.8)million

      The EVA targets are the same for all MIP participants, and the amount of the short-term and long-term awards that are payable to a particular participant upon achievement of those targets are established as specific percentages of the participant’s base salary. The target award percentages for the named executive officers are reviewed by the Compensation Committee at the beginning of each fiscal year as part of its review of the officers’ total compensation. The target award percentages as of the end of fiscal year 2007 were 70% short-term and 115% long-term for our CEO and ranged from 45% to 65% short-term and 80% to 100% long-term for the other named executive officers.

      Following the end of each fiscal year and the determination of our company’s financial performance for the year, the Compensation Committee reviews and approves the calculation of EVA and the MIP award multiple for the fiscal year. Based on our financial results for fiscal year 2007, the Compensation Committee reviewed and approved the calculation of EVA of $(10.5) million for the fiscal year and approved a MIP multiple of 1.62. The awards payable to each participant are determined by multiplying the participant’s target award percentages by the MIP award multiple, and multiplying those resulting amounts by the participant’s base salary. For example, as illustrated below, with a MIP award multiple of 1.62, a participant with a short-term award target of 60% of his base salary and a long-term award target of 90% of his base salary would receive a short-term award of 97.2% of his base salary and a long-term award of 145.8% of his base salary.

      Once the award amounts have been calculated, we pay the short-term awards to participants soon thereafter, and we record the long-term amounts into bookkeeping accounts we maintain for the participants. We then pay out the long-term amounts to participants in equal thirds shortly after the end of each of the three following fiscal years. We maintain the long-term amounts in unfunded accounts which are subject to forfeiture upon termination of employment for any reason other than death, total disability or retirement, except in the circumstances described below under the heading Severance and Change in Control Benefits. We adjust the account balances each year based on the

      In addition to a long-term award under the MIP, each of our named executive officers typically receives a long-term equity-based incentive award under our Incentive Compensation Plan each year. The awards typically are approved by the Compensation Committee at a regularly scheduled meeting at the beginning of each fiscal year, but awards also may be approved by the Committee in a special meeting. In fiscal year 2007, each of the named executive officers was granted performance shares under the plan, other than David C. Sylvester who was not an executive officer at the time the grants were made.

      The performance share awards granted in fiscal year 2007 have a three-year performance period of fiscal years 2007 through 2009 and will be earned based on the achievement of two performance measures: cumulative cash flow per share and average annual operating income, with 50% of the award earned based on each performance measure. The performance measure targets were set by the Compensation Committee based upon our financial plan for the performance period at the time the awards were made. The Committee also established the levels of performance at which a threshold amount of shares, equal to 50% of the target amount, and a maximum amount of shares, equal to 200% of the target amount, would be earned. The table below shows the levels of cumulative cash flow per share and average annual operating income performance that would result in the award of the threshold, target or maximum number of shares.

If the actual results fall between the threshold and target performance levels, or between the target and maximum performance levels, the number of shares earned will be determined on a prorated basis.

      In determining the size of the performance share award granted to each named executive officer, the Compensation Committee reviewed the value of the award at the target performance level using a discounted stock price based on a binomial valuation provided by Towers Perrin. The valuation took into account the probability that the performance targets would be met and an estimated rate of forfeiture. The value of each award, plus the participant’s MIP long-term award, then was considered relative to the median levels of long-term incentive compensation shown in the Towers Perrin comparison study.

      In addition to granting annual equity-based incentive awards, from time to time at the request of our CEO the Compensation Committee considers granting special awards of restricted stock to named executive officers in connection with promotions or other changes in responsibilities or in recognition of particular contributions to our company’s performance. During fiscal year 2007, the Compensation Committee approved a grant of 8,500 shares of restricted stock to David C. Sylvester in connection with his promotion to Chief Financial Officer.

      All grants of equity-based incentive awards to named executive officers require the advance approval of the Compensation Committee, and we do not have any program or practice to time the grant of equity-based awards relative to the release of any material non-public information. Pursuant to our Incentive Compensation Plan, all stock options are granted with exercise prices equal to the opening market price on the date of the grant, which is the date the Compensation Committee approves the grant. We have not granted stock options to any of our named executive officers since September 2002.

      Each of the named executive officers is a participant in our Retirement Plan and our Restoration Retirement Plan. Our Retirement Plan is a tax-qualified defined contribution plan which is open to all U.S.-based employees of Steelcase Inc. and certain of its subsidiaries and affiliates. Participants may elect to contribute a portion of their earnings to the 401(k) component of the Retirement Plan each year, and we make a non-discretionary contribution of 5% of each participant’s eligible pay to the Retirement Plan each fiscal year. In addition, we generally matched 50% of the first 2% of eligible pay each participant contributed to the plan during the second half of fiscal year 2007, and for fiscal year 2008, we will generally match 50% of the first 4% of eligible pay each participant contributes to the plan.

      Our Restoration Retirement Plan is a non-qualified defined contribution plan which is unfunded. Participants in our MIP for whom contributions to our Retirement Plan are limited by Section 401(a)(17) of the Internal Revenue Code may participate in the Restoration Retirement Plan. We make annual additions to a participant’s bookkeeping account under the Restoration Retirement Plan at the same rate of contribution as our Retirement Plan.

      The vesting period for our contributions to the Retirement Plan and the Restoration Retirement Plan is five years. Participants select from several investment fund options for their accounts under the Retirement Plan, and the rate of return a participant earns on his or her Retirement Plan account is also applied to the participant’s Restoration Retirement Plan account. Following termination of employment, a participant’s account balance in each plan, to the extent vested, is paid out to the participant either in a lump sum or installments or, in the case of the Retirement Plan, the balance may be rolled over to an Individual Retirement Account or may be kept in the Retirement Plan until minimum distributions are required under applicable law.

      We also maintain an Executive Supplemental Retirement Plan, or SERP, which is an unfunded plan that provides certain defined benefits to participants who are designated by the Compensation Committee. Each of the named executive officers participates in the SERP. Participants do not make contributions to the SERP, which pays the following benefits at retirement, death or total disability:

      followed by:

      Normal retirement under the SERP is at age 65, but a participant may receive payments upon retirement before age 65 if the participant’s age plus years of continuous service with our company equal 80 or more (we refer to this as “early retirement”). In the event of early retirement, with the approval of the SERP’s administrative committee, a participant can elect to receive the same total amount of benefits starting earlier but in lower annual amounts and for a longer period of time. Participants are fully vested in the SERP after seven years of participation in the plan, with partial vesting beginning at 20% after three years of participation and increasing 20% per year thereafter. For example, after five years of participation in the SERP, a participant is 60% vested and would receive payments equal to 60% of the amounts described above if he or she retired at that point. None of the named executive officers is currently age 65 or older, but Michael I. Love’s age plus years of continuous service with Steelcase is greater than 80, making him eligible for early retirement under the SERP. We do not have a policy for granting participants extra years of service under the SERP.

      Each of the named executive officers is also eligible to participate in our Deferred Compensation Plan, or DCP. Under the DCP, participants may elect to defer a portion of their base salary (up to 25%) and/or short-term award under the MIP (up to 50%) into an unfunded account with our company on a tax-deferred basis. Our company does not make any contributions to the DCP. Funds deferred under the DCP are deemed invested in one or more market investment funds selected by the participant and are payable to the participant after termination of employment in either a lump sum or installments, at the election of the participant.

      James P. Hackett has an agreement with our company under which he deferred a total of $250,000 of his compensation from March 1996 to February 2001. This unfunded arrangement, which is similar to other arrangements we entered into around the same time with other senior employees, provides that Mr. Hackett will receive a payment of $300,000 per year for a period of 15 years once he reaches age 70 in March 2026, reflecting an implied annual rate of return of approximately 8.55%. If Mr. Hackett dies before age 70, his heirs would be entitled to receive reduced payments under the agreement. In the event Mr. Hackett’s employment is terminated for cause, we would pay him only the original $250,000 he deferred under this arrangement.

      In addition to the retirement programs listed above, upon a qualifying retirement (generally when the age at retirement and number of years of continuous service with our company equals 80 or more), each of the named executive officers is eligible for certain welfare benefits, such as medical and dental programs, in the same manner as all other employees of Steelcase Inc. hired before July 22, 2002.

Severance and Change in Control Benefits

      In February 2007, the Compensation Committee adopted our Executive Severance Plan, which provides for certain benefits in the event of certain terminations of employment with our company. In March 2006, the Compensation Committee began discussing the details of such a plan, with a view toward providing common benefits to members of executive management and to avoid negotiating individual agreements.

      The Committee oversaw the development of the plan to provide benefits that would be reasonable to shareholders and to management, and the Committee retained Towers Perrin to examine severance and change in control benefits at other companies and advise the Committee on the terms and conditions of comparable arrangements. In developing its recommendations for the design of the plan, management engaged Hewitt Associates to provide a review of market comparison data for similar programs.

      In approving the Executive Severance Plan, the Compensation Committee believed the plan would:

      In the event of a severance, a participant would receive the following:

      In the event of a change in control severance, a participant would receive the following:

      Our CEO is a Level 1 Employee in the Executive Severance Plan, entitling him to the higher-multiple severance and change in control severance benefits, and each of our other named executive officers is a Level 2 Employee, entitling them to the lower-multiple benefits.

      In addition to the Executive Severance Plan, the named executive officers are entitled to certain benefits under the MIP, Incentive Compensation Plan, Restoration Retirement Plan and DCP in the event of a change in control of our company, as defined in those plans. These benefits are triggered

Other Programs and Practices

      Our company provides very limited perquisites or other personal benefits to our named executive officers. The only perquisites received in fiscal year 2007 by the named executive officers other than our CEO were: (1) an optional annual physical examination and (2) in one case, tax preparation fees associated with a previous expatriate assignment. The only perquisite received by our CEO at incremental cost to our company in fiscal year 2007 was security monitoring services for his primary residence. In addition, members of our CEO’s family accompanied him on business travel on our corporate aircraft on several occasions during fiscal year 2007, but the incremental cost to our company of their travel was negligible as they were only additional passengers on flights that were otherwise being made for business purposes. Any use of our corporate aircraft by our CEO for personal travel is governed by written aircraft time-sharing agreements under which he reimburses us for all operating expenses associated with the flight, multiplied by 200%. The aggregate incremental cost to our company of the perquisites received by the named executive officers in fiscal year 2007 was less than $10,000 for each officer.

      The named executive officers also may elect to participate in our other benefit programs on the same terms as other employees. These programs include medical, dental, vision, life and disability insurance, charitable gift matching and discounts on company products. None of the named executive officers has a company car or company-provided housing, and we do not pay any country club memberships for any of the named executive officers.

      During fiscal year 2007, the Compensation Committee adopted stock ownership guidelines to encourage stock ownership among our executives to further the objective of aligning our executives’ interests with those of our shareholders. Under these guidelines, our CEO is expected to own shares of our common stock having a current market value of not less than five times his base salary, and the other named executive officers are expected to own shares of our common stock having a current market value of not less than two or three times their respective base salaries, depending on their position. The amount of holdings required by the guidelines was developed based on the premise that an executive should be able to satisfy the guidelines by retaining shares awarded to the executive as compensation and without purchasing additional shares, assuming that the applicable performance criteria for the share awards are satisfied.

      In addition to shares owned by our executives, holdings which count toward satisfaction of stock ownership guidelines include restricted stock, restricted stock units, performance shares and performance units at target award levels during the vesting period, as does the value of in-the-money stock options held by the executive. The Compensation Committee reviews compliance with the stock ownership guidelines annually. Persons who were executive officers when the guidelines were adopted are expected to meet the guidelines by the end of fiscal year 2011, and persons who become executive officers thereafter have a period of five full fiscal years to meet these guidelines, to allow them an appropriate period of time to build their holdings through annual equity awards.

      One of the basic principles of the various compensation plans and programs which may provide benefits to our named executive officers following termination of their employment is that certain benefits will be forfeited if the participant engages in competition with us during a specified period after they leave our employment. Our Executive Severance Plan provides for forfeiture of any remaining payments if the participant engages in competition during a period of two years after leaving our employment. Similarly, the MIP, Incentive Compensation Plan, Restoration Retirement Plan and SERP provide that a participant forfeits any benefits under those plans if he or she engages in competition while employed by us or during three years after leaving our employment, and the DCP provides for forfeiture of all past earnings on deferred amounts in such event. Under the Incentive Compensation Plan, a participant must return to the company any gain he or she received from exercising an option, the fair market value on the grant date of any restricted stock or restricted stock units which vested, and any gain resulting from any performance shares or performance units, within twelve months prior to the date when he or she started competing with us.

      In addition to non-compete forfeiture provisions, our Executive Severance Plan provides that in the event our financial results are materially restated, the Compensation Committee may review the circumstances surrounding the restatement and determine whether and which participants will forfeit the right to receive any future benefits and/or repay any prior benefits received under the Plan. In the event of a material restatement due to fraud, if the Compensation Committee determines that a participant was responsible for or participated in the fraud, that participant will be required to forfeit any future benefits and repay any prior benefits paid in excess of the amounts that would have been paid based on our restated financial results. These are called “clawback” provisions, and the MIP and the Incentive Compensation Plan have similar clawback provisions which apply only to those participants who also participate in the Executive Severance Plan.

      In making decisions regarding executive compensation, the Compensation Committee considers the tax deductibility of the amounts payable. Section 162(m) of the Internal Revenue Code generally limits the tax deductibility of annual compensation paid to certain officers to $1 million. The Committee’s goal is to structure the compensation paid to these individuals to maximize deductibility for federal income tax purposes; however, when deemed necessary, the Committee may authorize compensation that may not be deductible under Section 162(m) to promote incentive and retention goals.

EXECUTIVE COMPENSATION, RETIREMENT PROGRAMS AND OTHER ARRANGEMENTS

      This section and the tables set forth herein should be read in conjunction with the more detailed description of our executive compensation plans and arrangements included in the Compensation Discussion and Analysis which precedes this section.

Summary Compensation Table

      The following table shows compensation information for fiscal year 2007 for (1) James P. Hackett, our President and Chief Executive Officer, (2) David C. Sylvester and James P. Keane, each of whom served as our Chief Financial Officer for part of fiscal year 2007, and (3) our three next most highly-paid executive officers as of the end of fiscal year 2007. In this proxy statement, we refer to these six executive officers collectively as the “named executive officers.”

Fiscal Year 2007 Summary Compensation Table

																								Flexible
																								Benefit
				Restricted Stock					Company					Company										Dollars Paid
				Dividends and					Contributions					Contributions										in Cash
				Restricted Stock					under					under					Life					or to										All Other
				Unit Dividend					Retirement					Restoration					Insurance					Retirement					Christmas					Compensation
	Name			Equivalents					Plan					Retirement Plan					Premiums					Plan					Gift Card					Total
	James P. Hackett				—				$	12,938				$	11,000				$	2,224				$	1,312				$	25				$	27,499
	David C. Sylvester			$	5,605				$	11,950				$	3,890				$	1,220					—				$	25				$	22,690
	James P. Keane			$	2,400				$	11,904				$	11,000				$	1,575					—				$	25				$	26,904
	Frank H. Merlotti, Jr.				—				$	12,073				$	11,000				$	4,745					—				$	25				$	27,843
	Mark A. Baker			$	4,500				$	11,923				$	11,000					—					—				$	25				$	27,448
	Michael I. Love				—				$	11,785				$	11,000					—				$	891				$	25				$	23,701

      The following table shows the awards granted to the named executive officers during fiscal year 2007 under our incentive compensation plans.

Fiscal Year 2007 Grants of Plan-Based Awards

      The following table shows the equity awards granted to the named executive officers under our Incentive Compensation Plan which remained outstanding at the end of fiscal year 2007, including (1) unexercised stock options, (2) unvested restricted stock awards and (3) unearned or unvested performance share awards. The market values shown in the table are based on the closing price of our Class A Common Stock at the end of fiscal year 2007 of $20.07 per share.

Fiscal Year 2007 Outstanding Equity Awards at Fiscal Year-End