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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) December 22, 2010 NORDSTROM, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) WASHINGTON 001-15059 91-0515058 (STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER OF INCORPORATION) NUMBER) IDENTIFICATION NO.) 1617 SIXTH AVENUE, SEATTLE, WASHINGTON 98101 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (206) 628-2111 INAPPLICABLE (FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 22, 2010, the Company entered into Amendment 2010-2 (the "Amendment") to the Nordstrom Executive Deferred Compensation Plan (2007 Restatement) (the "Plan"). The purpose of the Amendment was to simplify the provisions of the Plan relating to any participant's deemed beneficiary, in the event that the participant has not made a designation of beneficiary or if the participant's designated beneficiary predeceases the participant. ITEM 9.01 Financial Statements and Exhibits. (d) Exhibits. 10.1 Amendment 2010-2 to the Nordstrom Executive Deferred Compensation Plan (2007 Restatement). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORDSTROM, INC. By: /s/ Robert B. Sari ----------------------- Robert B. Sari Executive Vice President, General Counsel and Corporate Secretary Dated: December 23, 2010 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 10.1 Amendment 2010-2 to the Nordstrom Executive Deferred Compensation Plan (2007 Restatement).
Exhibit 10.1 AMENDMENT 2010-2 TO THE NORDSTROM EXECUTIVE DEFERRED COMPENSATION PLAN (2007 Restatement) The Nordstrom Executive Deferred Compensation Plan (2007 Restatement) ("EDCP") is hereby amended to simplify the beneficiary hierarchy in situations where a Participant dies without a valid beneficiary designation form on file. The provisions of this Amendment 2010-2 are effective for Participant deaths on or after January 1, 2011. This amendment is approved by the Administrative Committee pursuant to Section 8.3(b)(3) of the EDCP. 1. Section 7.3 Deemed Beneficiary is replaced with the following: "7.3 Deemed Beneficiary. If a valid beneficiary designation has not been made, or if the designated beneficiary has predeceased the Participant, then the Participant will be deemed to have designated the following as his or her surviving beneficiaries and contingent beneficiaries with priority in the order named below. (a) Death Before January 1, 2011. If the Participant dies before January 1, 2011: (1) first, to the Participant's surviving spouse, as defined under federal law, or the Participant's registered life partner, as defined under the Nordstrom Welfare Benefit Plan; (2) next, to his or her children, in equal shares; (3) next, to his or her parents, in equal shares; (4) next, to his or her brothers and sisters, in equal shares; or (5) next, to his or her estate. (b) Death On or After January 1, 2011. If the Participant dies on or after January 1, 2011: (1) first, to the Participant's surviving spouse, as defined under federal law, or the Participant's registered life partner, as defined under the Nordstrom Welfare Benefit Plan; or (2) if the Participant does not have a surviving spouse or registered life partner, to his or her estate. IN WITNESS WHEREOF, this Amendment 2010-2 to the Nordstrom Executive Deferred Compensation Plan (2007 Restatement) is executed this 22 day of December, 2010. NORDSTROM, INC. By: /s/ Delena Sunday ---------------------------- Title: EVP HR & Diversity Affairs --------------------------