EXHIBIT 4.16

November 9, 2001


Steelcase Inc.
901 44th Street SE
CH-2E-06
Grand Rapids, MI 4508
Attention: Chief Financial Officer

Steelcase Financial Services Ltd.
1 Steelcase Road West
Markham, Ontario
L3R OT3
Attention: Chief Financial Officer

Dear Sirs:

We refer to the facility agreement dated as of April 5, 2000 between Royal Bank
of Canada (the "Bank") and Steelcase Financial Services Ltd., as borrower (the
"Borrower"), as amended as of May 24, 2001 (the "Facilities Agreement") and to
the Guarantee dated as of April 5, 2000, as amended as of May 24, 2001 (the
"Guarantee") made by Steelcase Inc. (the "Guarantor") for the benefit of the
Bank relating to the indebtedness of the Borrower to the Bank under the
Facilities Agreement. We hereby confirm our agreement, and each of you hereby
agrees, to amend the Facilities Agreement and the Guarantee, subject to the
following terms and conditions.

1.   DEFINITIONS:

     Capitalized terms used and not defined herein have the meanings ascribed to
     such terms in the Facilities Agreement and the Guarantee.

2.   AMENDMENTS:

     (a)  The definition of "Shareholders' Equity" in the Facilities Agreement
          is hereby deleted in its entirety and replaced with the following:

          ""Shareholders' Equity" means the aggregate of stated capital,
          retained earnings and Subordinated Debt; provided that there shall be
                                                   --------
          excluded from the calculation of Shareholders' Equity non-recurring
          non-cash charges attributable to the implementation of SFAS 142 not in
          excess of $150,000,000 in the aggregate for any Fiscal Year;"

     (b)  Covenant (c)(i) of Section 6 of the Guarantee is deleted in its
          entirety and replaced with the following:



          "(i) its Shareholders' Equity as at the end of each fiscal quarter in
          an amount not less than the difference between (a) the sum of (i) the
          Shareholders' Equity as of February 25, 2000, plus (ii) 25% of Net
          Income (if a positive number) from February 25, 2000 to the then most
          recent Fiscal Year End or Fiscal Second Quarter End, plus (iii) all
          Additions to Capital from February 25, 2000 to the then most recent
          Fiscal Year End or Fiscal Second Quarter End, and (b) $150,000,000;"

3.   CONSENT:

     Each of the Borrower and the Guarantor confirms its agreement and consents
     to all the terms and conditions of this amending agreement.

4.   GENERAL

     (a)  Each of the Borrower and the Guarantor agrees to taken such action and
          execute and deliver such further documents as shall be reasonably
          required by the Bank in order to give effect to and carry out the
          intentions of this amending agreement.

     (b)  Each of the Facilities Agreement and the Guarantee, as amended hereby,
          is hereby ratified and confirmed and remains in full force and effect,
          binding upon the parties in accordance with their respective terms.

     (c)  This amendment shall be construed in accordance with and governed by
          the laws of Ontario, insofar as it relates to the amendment of the
          Facilities Agreement, and the laws of New York, insofar as it relates
          to the amendment of the Guarantee.

     (d)  This amending agreement may be executed and delivered in counterparts,
          each of which when executed and delivered is an original, but both of
          which together constitute one and the same agreement.

     (e)  The date on which this amending agreement becomes effective is the
          date appearing on the first page hereof.

                                        2



Please acknowledge your acceptance of the above terms and conditions by signing
the attached copy of this letter in the space provided below and returning it to
the undersigned.

Yours truly,

ROYAL BANK OF CANADA

By:  /s/  B. R. Baker
     ----------------

Name/Title:  B. R. Baker, Sr. Account Manager

By:  /s/ John Race
     -------------

Name/Title:  JOHN RACE
             Sr. Acc. Mgr.



We acknowledge and accept the terms and conditions of this amending agreement as
of the 9th day of November, 2001, which acceptance is effective as of the date
first above written.

STEEL CASE INC.

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

Name/Title:  GARY P. MALBURG
            ---------------------
             VICE PRESIDENT & TREASURER


STEELCASE FINANCIAL SERVICES LTD.

By:  /s/ Thomas P. Sullivan
     ----------------------

Name/Title:  Thomas P. Sullivan
             ------------------
             V.P. & CFO