<PAGE>
                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934

    Filed by the Registrant /x/
    Filed by a Party other than the Registrant / /
    Check the appropriate box:
    / /  Preliminary Proxy Statement
    /x/  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or
         Section 240.142-12

                          Nordstrom, Inc.
- - --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                          Karen E. Purpur
- - --------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/x/  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ /  $500 per each party to the controversy pursuant to Exchange Act
     Rule 14a-6(i)(3)
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
     and 0-11
     1) Title of each class of securities to which transaction applies:


        ------------------------------------------------------------------------
     2) Aggregate number of securities to which transaction applies:


        ------------------------------------------------------------------------
     3) Per unit price or other underlying value of transaction
        computed pursuant to Exchange Act Rule 0-11:*


        ------------------------------------------------------------------------
     4) Proposed maximum aggregate value of transaction:


        ------------------------------------------------------------------------
*    Set forth the amount on which the filing fee is calculated and state how
     it was determined.
/ /  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2)  and identify the  filing for which the  offsetting fee
     was paid previously. Identify the previous filing by registration
     statement number, or the Form or Schedule and the date of its filing.

     1) Amount Previously Paid:


        ------------------------------------------------------------------------
     2) Form, Schedule or Registration Statement No.:


        ------------------------------------------------------------------------
     3) Filing Party:


        ------------------------------------------------------------------------
     4) Date Filed:


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


<PAGE>
1501 Fifth Avenue Seattle, WA 98101-1603

April 5, 1994

DEAR SHAREHOLDERS:

On  behalf of the Board of Directors  and management, we cordially invite you to
attend the Annual  Meeting of  Shareholders on Tuesday,  May 17,  1994, at  9:00
a.m.,  Central Time,  in the Grand  Ballroom, Court  F, Oak Brook  Hills Hotel &
Resort, 3500 Midwest Road, Oak Brook, Illinois.

In addition to  the election  of directors  and consideration  of the  Company's
appointment  of auditors,  you will  be asked to  vote on  the 1993 Non-Employee
Director Stock Incentive Plan.  The Board of Directors  believes the Plan is  in
the  best interest of the Company and  our Shareholders, and recommends that you
vote for the Plan.

At the meeting, there will also be a  report on the progress of the Company  and
an opportunity to ask questions of general interest to you as a Shareholder.

Your  vote is very important.  Therefore, whether or not  you plan to attend the
meeting in person,  please sign and  return the enclosed  proxy in the  envelope
provided.  If you attend the meeting and desire to vote in person, you may do so
even though you have previously sent a proxy.

We hope you will be  able to join us  and we look forward  to seeing you in  Oak
Brook.

Sincerely yours,


<TABLE>
<S>               <C>                  <C>                  <C>
John A. McMillan  Bruce A. Nordstrom   James F. Nordstrom   John N. Nordstrom
Co-Chairman       Co-Chairman          Co-Chairman          Co-Chairman
</TABLE>



<PAGE>
NORDSTROM, INC.
1501 FIFTH AVENUE
SEATTLE, WA
98101-1603


NOTICE OF ANNUAL
MEETING OF
SHAREHOLDERS
                      To the Shareholders of
                      Nordstrom, Inc. :

                      The Annual Meeting of Shareholders of Nordstrom, Inc. will
                      be  held on Tuesday,  May 17, 1994,  at 9:00 a.m., Central
                      Time, in  the Grand  Ballroom, Court  F, Oak  Brook  Hills
                      Hotel  & Resort,  3500 Midwest Road,  Oak Brook, Illinois,
                      for the following purposes:

                      1.  To elect thirteen  directors to hold office until  the
                      next  Annual  Meeting  of  Shareholders  and  until  their
                      successors are duly elected and qualified;

                      2.  To consider  and vote upon a  proposal to approve  the
                      1993 Non-Employee Director Stock Incentive Plan;

                      3.  To ratify the appointment of auditors; and

                      4.   To transact such other  business as may properly come
                      before the meeting and any adjournment thereof.

                      Holders of shares of Common  Stock of record at the  close
                      of  business on March 22, 1994  are entitled to notice of,
                      and to vote at, the meeting.

                      Shareholders are cordially invited  to attend the  meeting
                      in person.

                      By order of the Board of Directors,
                      KAREN E. PURPUR
                      Secretary

                      Seattle, Washington
 
                     April 5, 1994

                        WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING,
                        YOU  ARE URGED TO SIGN AND  DATE THE ENCLOSED PROXY AND
                        RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.

1

<PAGE>
PROXY STATEMENT
APPROXIMATE
MAILING DATE:
APRIL 5, 1994
                      This  Proxy Statement is furnished  to the Shareholders of
                      Nordstrom, Inc.  (the "Company")  in connection  with  the
                      solicitation  of proxies by the Board of Directors for use
                      at the Annual Meeting  of Shareholders to  be held on  May
                      17, 1994 and any adjournment thereof. If the enclosed form
                      of  proxy is  executed and returned,  it will  be voted in
                      accordance with the instructions given, but may be revoked
                      at any  time  insofar as  it  has not  been  exercised  by
                      notifying  the Secretary  of the Company  in writing (such
                      notification to be  directed to the  Company's offices  at
                      1501  Fifth Ave., Seattle, WA 98101-1603). Each proxy will
                      be  voted  for  Proposals  1,  2  and  3  if  no  contrary
                      instruction is indicated in the proxy.

                      There  were 82,080,065  shares of  Common Stock,  the only
                      security of the Company entitled  to vote at the  meeting,
                      outstanding  at March 22,  1994. Shareholders are entitled
                      to one vote for each share of Common Stock held of  record
                      at  the  close  of  business  on  March  22,  1994.  Under
                      Washington   law   and    the   Company's   Articles    of
                      Incorporation,  a quorum  consisting of a  majority of the
                      shares eligible to vote must  be represented in person  or
                      by  proxy  to elect  directors and  to transact  any other
                      business that may  properly come before  the meeting.  Any
                      matter,  other than the election of directors, is approved
                      if the votes cast in favor of the matter exceed the  votes
                      cast  against  it. Abstentions  and broker  non-votes will
                      have no effect since such  actions do not represent  votes
                      cast  by Shareholders.  In any election  of directors, the
                      nominees elected are those  receiving the greatest  number
                      of  votes cast by  the shares entitled to  vote, up to the
                      number of directors to be elected. Any action other than a
                      vote for a nominee will have the effect of voting  against
                      the nominee.

PRINCIPAL
SHAREHOLDERS
                      As of March 22, 1994, members of the Nordstrom family were
                      the  beneficial owners of  approximately 30,651,822 shares
                      (36.92%) of the Company's Common Stock. D. Wayne Gittinger
                      and  Bruce  A.  Nordstrom  are  the  only  ones  who,   to
                      management's  knowledge, are the beneficial owners of more
                      than five percent of the  Company's Common Stock at  March
                      22, 1994.

                                                                               2

<PAGE>
 
                     The  following  table  sets  forth  information  regarding
                      security ownership of  certain beneficial  owners and  the
                      director nominees and executive officers of the Company:


<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
                                                 Amount and
                                                  Nature of
                                                 Beneficial           Percent of
Name of Beneficial Owner                          Ownership             Class
- - --------------------------------------------------------------------------------
<S>                                            <C>                    <C>
PHILIP M. CONDIT                                       0                 *
D. WAYNE GITTINGER                             5,278,526(a)(b)           6.37
  1420 Fifth Avenue, Suite 4100
  Seattle, Washington 98101
JOHN F. HARRIGAN                                  10,000(c)              *
CHARLES A. LYNCH                                   3,000(c)              *
ANN D. MCLAUGHLIN                                  1,000                 *
JOHN A. MCMILLAN                               1,354,876(a)(d)           1.63
BRUCE A. NORDSTROM                             5,491,831(a)(e)           6.61
  1501 Fifth Avenue
  Seattle, Washington 98101
JAMES F. NORDSTROM                             3,174,555(a)(f)           3.82
JOHN N. NORDSTROM                              3,624,971(a)(g)           4.37
ALFRED E. OSBORNE, JR.                             1,700(h)              *
WILLIAM D. RUCKELSHAUS                             6,000                 *
MALCOLM T. STAMPER                                 5,560(i)              *
ELIZABETH CROWNHART VAUGHAN                        4,900(j)              *
JOHN A. GOESLING                                  67,361(k)              *
DARREL J. HUME                                    24,824(l)              *
JACK F. IRVING                                    58,303(m)              *
GALEN M. JEFFERSON                                 1,865                 *
RAYMOND A. JOHNSON                                86,244(n)              *
ROBERT T. NUNN                                    25,710(o)              *
JOHN J. WHITACRE                                  14,644(p)              *
Directors and executive officers as a
group
(27 persons)                                   20,085,031               24.20
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<FN>
* Does not exceed 1% of the Company's outstanding Common Stock.
(a) Does not include 80,000 shares held by a corporation in which the nominee or
his spouse owns a one-eighth beneficial interest.
</TABLE>


3

<PAGE>

<TABLE>
<S>                                     <C>
(b)  Includes 3,502,654 held by his wife  individually, 388,800 shares held by a
trust of which she is a trustee and beneficiary, and 1,375,380 shares held by  a
trust  of which she is the beneficiary.  Does not include 103,448 shares held by
trusts of which he is a trustee.
(c) All shares are held by a family trust.
(d) Includes 40,420 shares which may be  acquired under the 1977 and 1987  Stock
Option  Plans, 1,142,988 shares held by  his wife individually and 54,000 shares
held by a trust of which his wife is the beneficiary.
(e) Includes 13,009  shares which may  be acquired under  the 1987 Stock  Option
Plan,  9,194 shares held by his wife  individually, and 2,117,640 shares held by
trusts of which  he is  a trustee and  beneficiary. Does  not include  1,752,782
shares held by trusts of which he is co-trustee.
(f)   Includes 14,366 shares  which may be acquired  under the 1987 Stock Option
Plan and 50,571 shares held by his wife.
(g) Includes 33,575 shares which may be  acquired under the 1977 and 1987  Stock
Option Plans and 380,071 shares held by his wife.
(h) Includes 300 shares held by his wife and 200 shares held by a corporation of
which he is the sole shareholder.
(i)  Includes 2,000 shares held by his wife.
(j)  Includes 380 shares held by her husband.
(k)  Includes 31,165 shares which may be  acquired under the 1977 and 1987 Stock
Option Plans.
(l)  Includes 24,532 shares which may be acquired under the 1977 and 1987  Stock
Option Plans and shares held as custodian for his minor children.
(m)  Includes 46,591 shares which may be  acquired under the 1977 and 1987 Stock
Option Plans.
(n) Includes 33,405 shares which may be  acquired under the 1977 and 1987  Stock
Option Plans.
(o)  Includes 15,642 shares  which may be  acquired under the  1987 Stock Option
Plan.
(p) Includes 12,644  shares which may  be acquired under  the 1987 Stock  Option
Plan.
</TABLE>


The  director nominees  and executive officers  shown in the  table disclaim any
beneficial interest in all shares held  solely as custodian or trustee, and  all
shares held by their spouses and immediate family members.

PROPOSAL 1:
ELECTION OF
DIRECTORS
                      Thirteen directors will be elected at the meeting, each to
                      hold office until the next Annual Meeting of Shareholders,
                      and until a successor has been duly elected and qualified.
                      Unless   otherwise  instructed  by  the  Shareholder,  the
                      persons named in the enclosed proxy intend to vote for the
                      election of the  persons listed in  this Proxy  Statement.
                      All of the nominees are currently directors of the Company
                      except  Mr. Condit who was recently nominated by the Board
                      of Directors to stand for  election at the Annual  Meeting
                      of  Shareholders. If  any nominee  becomes unavailable for
                      any reason or should a  vacancy occur before the  election
                      (which events are not anticipated), the proxy may be voted
                      for  a person to be selected  by the Board of Directors of

                                                                               4

<PAGE>
                      the Company. The nominees elected are those receiving  the
                      greatest  number of votes  cast by the  shares entitled to
                      vote, up to the number of directors to be elected.

                      NOMINEES FOR DIRECTOR

                      The names of  the Board's  nominees for  directors of  the
                      Company are set forth below:


<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
                          Principal Occupation and Business            Director
Name and Age              Experience for Past Five Years                Since
- - -------------------------------------------------------------------------------
<S>                       <C>                                          <C>
PHILIP M. CONDIT          President of The Boeing Company, a             N/A
  Age 52(a)                 Washington based aerospace product
                            manufacturer (formerly Executive Vice
                            President of Boeing Commercial Airplane
                            Group)
D. WAYNE GITTINGER        Partner in the law firm of Lane Powell          1971
  Age 61(b)(c)              Spears Lubersky
JOHN F. HARRIGAN          Retired (formerly Chairman of Union Bank)       1975
  Age 68
CHARLES A. LYNCH          Chairman of Market Value Partners Company,      1985
  Age 66(d)                 a California based investment and
                            management firm (formerly Chief
                            Executive Officer and President of
                            Levolor Corporation)
ANN D. MCLAUGHLIN         President of the Federal City Council, a        1992
  Age 52(e)                 Washington D.C. based non-profit,
                            non-partisan organization dedicated to
                            improving the nation's capital, and Vice
                            Chairman of the Aspen Institute, a
                            Colorado based non-profit, non-partisan
                            organization whose goal is to enhance,
                            through debate, the effectiveness of the
                            leaders of the country's democratic
                            institutions (formerly President and CEO
                            of New American Schools Development
                            Corporation; Visiting Fellow of The
                            Urban Institute)
JOHN A. MCMILLAN          Co-Chairman of the Board of Directors           1966
  Age 62(c)(f)(g)           (formerly President)
BRUCE A. NORDSTROM        Co-Chairman of the Board of Directors           1966
  Age 60(c)(f)
JAMES F. NORDSTROM        Co-Chairman of the Board of Directors           1966
  Age 54(c)(f)
JOHN N. NORDSTROM         Co-Chairman of the Board of Directors           1966
  Age 56(c)(f)
ALFRED E. OSBORNE, JR.    Director of the Entrepreneurial Studies         1987
  Age 49(h)                 Center and Associate Professor of
                            Business Economics of The John E.
                            Anderson Graduate School of Management
                            at UCLA (formerly Director of the MBA
                            Program, Assistant Dean and Associate
                            Dean at UCLA)
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
</TABLE>


5

<PAGE>

<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
                          Principal Occupation and Business            Director
Name and Age              Experience for Past Five Years                Since
- - -------------------------------------------------------------------------------
<S>                       <C>                                          <C>
WILLIAM D. RUCKELSHAUS    Chairman of the Board and Chief Executive       1985
  Age 61(i)                 Officer of Browning-Ferris Industries,
                            Inc., a Texas based Company engaged in
                            providing waste services
MALCOLM T. STAMPER        Publisher, Chairman and Chief Executive         1975
  Age 68(j)                 Officer of Storytellers, Ink., a
                            Washington based company engaged in
                            publishing children's books (formerly
                            Vice Chairman of The Boeing Company)
ELIZABETH CROWNHART       President of Salar Enterprises, Ltd., an        1977
  VAUGHAN                   Oregon based Company engaged in the
  Age 65                    production of historical materials
                            (formerly Historian; Executive Director
                            of The North Pacific Studies Center of
                            the Oregon Historical Society)
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
<FN>
(a)  Mr.  Condit  is  also a  director  of  The Boeing  Company  and  John Fluke
Manufacturing Co.
(b) Mr. Gittinger is a partner in  the law firm of Lane Powell Spears  Lubersky,
which rendered legal services to the Company during the past fiscal year.
(c)  Bruce A.  Nordstrom is  the brother-in-law  of D.  Wayne Gittinger  and the
cousin of James F. Nordstrom  and John N. Nordstrom,  who are brothers. John  A.
McMillan is a cousin of all four by marriage.
(d)  Mr. Lynch  is also Chairman  of the Board  of Greyhound Lines,  Inc., and a
director of Fresh Choice, Inc., Hexcel Corporation, Mid-Peninsula Bank,  Pacific
Mutual Life Insurance Company and Syntex Corporation.
(e)  Mrs. McLaughlin, former U.S. Secretary of  Labor, is also a director of AMR
Corporation, General  Motors  Corporation, Host  Marriott  Corporation,  Kellogg
Company,  Potomac  Electric Power  Company,  Union Camp  Corporation  and Vulcan
Materials Company.
(f)  Mr. McMillan and Messrs. Bruce A., James F. and John N. Nordstrom are  also
directors   of  Nordstrom  Credit,  Inc.,  the  Company's  wholly-owned  finance
subsidiary.
(g) Mr. McMillan is also a director of Fleming Companies, Inc.
(h) Dr.  Osborne is  also a  director of  First Interstate  Bank of  California,
ReadiCare  Inc., Seda Specialty Packaging  Corporation, The Times Mirror Company
and United  States Filter  Corporation, and  an independent  general partner  of
Technology Funding Venture Partners V.
(i)   Mr.  Ruckelshaus is also  a director of  Browning-Ferris Industries, Inc.,
Cummins  Engine  Company,  Monsanto  Company,  Texas  Commerce  Bancshares   and
Weyerhaeuser Company.
(j)    Mr.  Stamper  is  also  a  director  of  Chrysler  Corporation, Esterline
Corporation and The Whittaker Corporation.
</TABLE>


T
he Board of Directors recommends a vote for each of the director nominees named
in the table.

                                                                               6

<PAGE>
BOARD OF DIRECTORS
AND COMMITTEES
                      The Board  of Directors  maintains an  Audit Committee,  a
                      Compensation   and   Stock   Option   Committee,   and  an
                      Organization and Nominating Committee. These committees do
                      not have a  formal meeting schedule,  but are required  to
                      meet  at least once each year. During the past year, there
                      were  four  meetings  of  the  Board  of  Directors,  four
                      meetings  of  the Audit  Committee,  five meetings  of the
                      Compensation and Stock Option Committee, and four meetings
                      of the Organization and Nominating Committee.

                      Current members  of the  Audit  Committee are  William  D.
                      Ruckelshaus,  Chair, John  F. Harrigan,  Charles A. Lynch,
                      Ann D. McLaughlin,  Alfred E. Osborne,  Jr. and  Elizabeth
                      Crownhart  Vaughan. The Audit Committee is responsible for
                      recommending  the  Company's  independent  auditors,   and
                      reviewing  the  scope,  costs  and  results  of  the audit
                      engagement.

                      Current members  of  the  Compensation  and  Stock  Option
                      Committee are Elizabeth Crownhart Vaughan, Chair, D. Wayne
                      Gittinger,  John F. Harrigan, Ann D. McLaughlin, Alfred E.
                      Osborne, Jr. and William D. Ruckelshaus. The  Compensation
                      and  Stock Option Committee is responsible for determining
                      the  overall  compensation  levels   of  certain  of   the
                      Company's   executive   officers  and   administering  the
                      Company's stock option plans.

                      Current  members  of   the  Organization  and   Nominating
                      Committee   are  Malcolm  T.   Stamper,  Chair,  D.  Wayne
                      Gittinger,  Charles  A.  Lynch  and  Elizabeth   Crownhart
                      Vaughan.  The  Organization  and  Nominating  Committee is
                      primarily responsible for  recommending director  nominees
                      to  the Company's Board of Directors. The Organization and
                      Nominating  Committee  will  consider  recommendations  by
                      Shareholders  for vacancies on  the Board. Suggestions may
                      be submitted to the Secretary of the Company.

TRANSACTIONS WITH
MANAGEMENT
                      During the  year  ended  January  31,  1994,  the  Company
                      chartered an airplane from JFN, Inc., the sole shareholder
                      of  which is James  F. Nordstrom. For  the period, the net
                      amount of payments made by  the Company was $199,176.  The
                      Company  believes  the  charter  rate  and  terms  of this
                      arrangement are more favorable  to the Company than  those
                      generally available to it from other commercial charters.

7

<PAGE>
C
OMPENSATION OF
EXECUTIVE OFFICERS IN
THE YEAR ENDED
JANUARY 31, 1994

                      SUMMARY COMPENSATION TABLE

                      The  following table shows all  the cash compensation paid
                      or to be paid by the  Company or any of its  subsidiaries,
                      as  well as  certain other  compensation paid  or accrued,
                      during the fiscal year ended January 31, 1994, to the  two
                      current   chief  executive  officers,   two  former  chief
                      executive officers and  the three  highest paid  executive
                      officers  (excluding the chief executive officers) for the
                      periods indicated in all capacities in which they served:


<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------------------
                                                           Annual Compensation                      Long-Term Compensation
- - -----------------------------------------------------------------------------------------------------------------------------
                                                                                                    Number
                                            Fiscal                                Other Annual    of Stock          All Other
Name and Principal Position                 Year(1)      Salary       Bonus    Compensation(2)     Options    Compensation(3)
- - -----------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>        <C>         <C>         <C>                <C>         <C>
JOHN A. GOESLING                               1993    $295,000          $0               $405       6,173            $15,493
EXECUTIVE VICE PRESIDENT                       1992    $295,000     $29,500               $389       5,200            $15,661
AND TREASURER                                  1991    $250,000     $97,500               $691       4,237            $16,328
- - -----------------------------------------------------------------------------------------------------------------------------
DARREL J. HUME                                 1993    $262,500          $0             $2,401       4,912           $113,262
VICE PRESIDENT                                 1992    $300,000     $30,000               $848       5,585            $13,308
FORMER CO-PRESIDENT                            1991    $247,500    $151,250               $280       4,661            $13,948
- - -----------------------------------------------------------------------------------------------------------------------------
JACK F. IRVING                                 1993    $235,000    $129,722               $163       4,918            $12,803
EXECUTIVE                                      1992    $235,000          $0               $518       4,525            $13,530
VICE PRESIDENT                                 1991    $220,000     $16,450               $900       3,729            $14,184
- - -----------------------------------------------------------------------------------------------------------------------------
GALEN M. JEFFERSON                             1993    $173,750          $0               $332       3,546           $389,137
FORMER CO-PRESIDENT                            1992    $300,000     $30,000               $227       5,585            $15,447
                                               1991    $217,708    $151,250               $246       4,661            $15,995
- - -----------------------------------------------------------------------------------------------------------------------------
RAYMOND A. JOHNSON                             1993    $300,000          $0               $467       6,279            $13,150
CO-PRESIDENT                                   1992    $300,000     $30,000               $636       5,585            $14,148
                                               1991    $263,542    $151,250           $153,811       4,661           $342,038
- - -----------------------------------------------------------------------------------------------------------------------------
ROBERT T. NUNN                                 1993    $260,000     $69,900               $901       5,441            $15,305
EXECUTIVE                                      1992    $250,000     $42,056               $976       4,815            $16,040
VICE PRESIDENT                                 1991    $235,000     $12,697               $204       3,983            $17,111
- - -----------------------------------------------------------------------------------------------------------------------------
JOHN J. WHITACRE                               1993    $300,000          $0               $436       6,279            $15,261
CO-PRESIDENT                                   1992    $300,000     $30,000               $145       5,585            $22,062
                                               1991    $229,167    $151,250            $20,337       4,661            $76,578
- - -----------------------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------------------
<FN>
(1) The fiscal year of the Company  ends January 31. Fiscal years indicated  end
January 31 of the following year.
(2)  Other Annual Compensation  for fiscal year  1993 includes tax reimbursement
with respect to medical expenses.
(3) All Other Compensation for fiscal year 1993 includes the following:
    Profit Sharing:  Mr.  Goesling:  $12,519; Mr.  Hume:  $12,561;  Mr.  Irving:
    $12,535; Mr. Johnson: $12,561; Mr. Nunn: $12,582; and Mr. Whitacre: $12,524.
    401(k)  Plan  benefits:  Mr. Goesling:  $2,138;  Mr. Nunn:  $2,252;  and Mr.
    Whitacre: $2,264.
    Premiums on excess life insurance: Mr.  Goesling: $836; Mr. Hume: $701;  Mr.
    Irving:  $268; Ms. Jefferson:  $337; Mr. Johnson: $589;  Mr. Nunn: $471; and
    Mr. Whitacre: $473.
    Mr. Hume: $100,000 paid in consideration of his agreement to remain with the
    Company after his termination as a Co-President.
    Ms. Jefferson:  $388,800  paid in  consideration  of past  services  to  the
    Company and in settlement of certain employment related claims.
</TABLE>


                                                                               8

<PAGE>
                      OPTION GRANTS IN LAST FISCAL YEAR

                      The  following  table  sets  forth  information concerning
                      option grants during  the last  fiscal year  to the  named
                      executive officers:


<TABLE>
<CAPTION>

- - ------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------
                                                                                              Potential Realizable
                                                     Percent                                    Value at Assumed
                                                    of Total                                 Annual Rates of Stock
                                                     Options                                 Price Appreciation for
                                       Number     Granted to  Exercise or                         Option Terms
                                   of Options   Employees in   Base Price                    ----------------------
Name                               Granted(1)    Fiscal Year    Per Share   Expiration Date         5%          10%
- - -------------------------------------------------------------------------------------------------------------------
<S>                            <C>             <C>            <C>          <C>               <C>        <C>
JOHN A. GOESLING                        3,486          1.37%       $27.75      May 17, 2003    $60,837     $154,173
                                        2,687          1.36%       $36.00      Nov 16, 2003    $60,834     $154,166
- - -------------------------------------------------------------------------------------------------------------------
DARREL J. HUME                          3,546          1.39%       $27.75      May 17, 2003    $61,884     $156,827
                                        1,366          0.69%       $36.00      Nov 16, 2003    $30,927      $78,374
- - -------------------------------------------------------------------------------------------------------------------
JACK F. IRVING                          2,777          1.09%       $27.75      May 17, 2003    $48,464     $122,817
                                        2,141          1.09%       $36.00      Nov 16, 2003    $48,473     $122,839
- - -------------------------------------------------------------------------------------------------------------------
GALEN M. JEFFERSON(2)                   3,546          1.39%       $27.75      May 17, 2003    $61,884     $156,827
- - -------------------------------------------------------------------------------------------------------------------
RAYMOND A. JOHNSON                      3,546          1.39%       $27.75      May 17, 2003    $61,884     $156,827
                                        2,733          1.39%       $36.00      Nov 16, 2003    $61,876     $156,805
- - -------------------------------------------------------------------------------------------------------------------
ROBERT T. NUNN                          3,073          1.21%       $27.75      May 17, 2003    $53,630     $135,908
                                        2,368          1.20%       $36.00      Nov 16, 2003    $53,612     $135,863
- - -------------------------------------------------------------------------------------------------------------------
JOHN J. WHITACRE                        3,546          1.39%       $27.75      May 17, 2003    $61,884     $156,827
                                        2,733          1.39%       $36.00      Nov 16, 2003    $61,876     $156,805
- - -------------------------------------------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------------------------------------------
<FN>
(1) Absent contrary action by the Compensation and Stock Option Committee at the
time  of grant, options  are granted at  the fair market  value of the Company's
Common Stock and vest and become exercisable during employment with the  Company
ratably  each  year  over  a  four-year  period  from  the  date  of  grant. Tax
withholding rights are  granted in tandem  with stock options.  During the  last
fiscal  year, the Company granted options to officers and other key employees on
May 17, 1993 and on November 16, 1993.
(2) Ms. Jefferson's employment with the  Company terminated on August 15,  1993.
The options listed were not vested and expired on November 23, 1993.
</TABLE>


9

<PAGE>
                      OPTION EXERCISES AND YEAR END VALUE TABLE

                      The  following  table  sets  forth  information concerning
                      option exercises during the last fiscal year by the  named
                      executive  officers and the  value of options  held by the
                      named executive officers as of January 31, 1994:


<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------------------
                                                                                          Dollar Value of
                                                           Number of Unexercised     Unexercised, in-the-Money
                                 Number of                    Options Held at             Options held at
                                    Shares       Dollar       January 31, 1994          January 31, 1994(1)
                               Acquired on        Value  --------------------------  --------------------------
Name                              Exercise  Realized(1)  Exercisable  Unexercisable  Exercisable  Unexercisable
- - ---------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>          <C>          <C>            <C>          <C>
JOHN A. GOESLING                     8,816     $247,399       28,450         13,815     $222,064        $46,114
- - ---------------------------------------------------------------------------------------------------------------
DARREL J. HUME                           0           $0       21,815         12,794     $165,792        $44,412
- - ---------------------------------------------------------------------------------------------------------------
JACK F. IRVING                       6,944     $169,260       44,281         11,605     $625,511        $38,425
- - ---------------------------------------------------------------------------------------------------------------
GALEN M. JEFFERSON                   8,187      $58,146            0              0           $0             $0
- - ---------------------------------------------------------------------------------------------------------------
RAYMOND A. JOHNSON                   8,404     $157,575       30,578         14,420     $243,950        $46,927
- - ---------------------------------------------------------------------------------------------------------------
ROBERT T. NUNN                           0           $0       24,561         12,570     $189,335        $41,799
- - ---------------------------------------------------------------------------------------------------------------
JOHN J. WHITACRE                         0           $0       10,023         13,934      $34,847        $42,205
- - ---------------------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------------------
<FN>
(1) Dollar value is based on the  market value of the Company's Common Stock  on
the date of exercise or at January 31, 1994, minus the exercise price.
</TABLE>


                      PENSION PLAN TABLE

                      The  following  table  sets  forth  information concerning
                      estimated annual  benefits payable  to each  of the  named
                      executive   officers  upon  their  retirement  based  upon
                      indicated years  of  service (without  reduction  for  any
                      Profit Sharing Retirement Plan benefits):


<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------
- - ------------------------------------------------------------------------
                                    Years of Service(2)
   Average Annual  -----------------------------------------------------
  Compensation(1)     15         20         25         30         35
- - ------------------------------------------------------------------------
<S>                <C>        <C>        <C>        <C>        <C>
    $125,000       $  45,000  $  60,000  $  75,000  $  75,000  $  75,000
    $150,000       $  54,000  $  72,000  $  90,000  $  90,000  $  90,000
    $175,000       $  63,000  $  84,000  $ 105,000  $ 105,000  $ 105,000
    $200,000       $  72,000  $  96,000  $ 120,000  $ 120,000  $ 120,000
    $225,000       $  81,000  $ 108,000  $ 135,000  $ 135,000  $ 135,000
    $250,000       $  90,000  $ 120,000  $ 150,000  $ 150,000  $ 150,000
    $300,000       $ 108,000  $ 144,000  $ 180,000  $ 180,000  $ 180,000
    $400,000       $ 144,000  $ 192,000  $ 240,000  $ 240,000  $ 240,000
    $450,000       $ 162,000  $ 216,000  $ 270,000  $ 270,000  $ 270,000
    $500,000       $ 180,000  $ 240,000  $ 300,000  $ 300,000  $ 300,000
- - ------------------------------------------------------------------------
- - ------------------------------------------------------------------------
<FN>
(1)  The benefits are payable pursuant  to the Nordstrom Supplemental Retirement
Plan, which covers officers of the  Company and its subsidiaries, including  the
named  executive officers. The benefits are unfunded and limited to a maximum of
60% of the monthly average compensation (based solely on the yearly amounts  set
forth  in the salary and  bonus columns of the  Summary Compensation Table) less
any
</TABLE>


                                                                              10

<PAGE>

<TABLE>
<S>                                     <C>
monthly benefits payable under the Nordstrom Profit Sharing Retirement Plan. The
normal retirement
benefit provided by the  Nordstrom Supplemental Retirement Plan  is 2.4% of  the
monthly average compensation for the three highest paying years of the last five
years, multiplied by the number of years of service with the Company.
(2) The credited years of service to the Company for John A. Goesling, Darrel J.
Hume,  Jack F. Irving, Raymond  A. Johnson, Robert T.  Nunn and John J. Whitacre
are 16, 24, 27, 24, 28 and 17, respectively.
</TABLE>


COMPENSATION AND
STOCK OPTION
COMMITTEE
REPORT ON EXECUTIVE
C
OMPENSATION
                      The Compensation and Stock  Option Committee is  comprised
                      of   six   non-employee   directors.   The   Committee  is
                      responsible  for  setting  compensation  levels  for   the
                      Co-Chairmen,  the  Co-Presidents  and  the  Executive Vice
                      President  who  acts  as  the  Chief  Financial   Officer.
                      Beginning with the current fiscal year, the Committee also
                      will  establish base salaries  and annual bonus incentives
                      for all other  Executive Vice Presidents  of the  Company.
                      The  Committee also consults with  the Co-Chairmen and the
                      Co-Presidents  with  respect   to  the  compensation   and
                      benefits  for  other  officers  and  with  respect  to the
                      benefits for certain other employees of the Company.

                      COMPENSATION PHILOSOPHY

                      The Company  bases  different portions  of  its  executive
                      compensation  program  on  differing  measures  of Company
                      performance and  Shareholder value.  The Company  believes
                      that  focusing  on  performance measures  based  solely on
                      short-term  changes  in  stock  price  or  on  performance
                      measures  based  solely  on Company  data,  such  as sales
                      increases or  earnings  per share,  will  not  necessarily
                      increase  long-term  Shareholder value.  As a  result, the
                      Company's  compensation  program  currently  reflects  the
                      following themes:

                      -  A   material   portion   of   compensation   should  be
                         meaningfully related to Company performance.

                      -  Medium and  long-term  Company  performance  and  value
                         created for Shareholders should be measured by a mix of
                         factors,  including increases  in Company  stock price,
                         sales  increases,   earnings   per  share   and   other
                         performance related factors.

                      -  Since  the  Company has  chosen  a team  to  manage the
                         day-to-day  operations  of  the  Company,  compensation
                         opportunities for the Co-Chairmen and the Co-Presidents
                         should  be based on team  effort and performance of the
                         Company as a whole.

                      -  Compensation should play a critical role in  attracting
                         and  retaining executives  whom the  Company deems most
                         able to further its goals.

                      The Company also considers Section 162(m) of the  Internal
                      Revenue  Code,  which limits  to $1  million per  year the
                      compensation expense deduction the  Company may take  with
                      respect  to each  of the  executive officers  named in the

11

<PAGE>
                      Summary Compensation Table.  Considering the current  base
                      salary  levels  of  those  named  executive  officers, the
                      Company believes  there is  no risk  of exceeding  the  $1
                      million  amount  for  any  named  executive  officer.  The
                      Company intends to  comply with regulations  which may  be
                      promulgated  under  Section  162(m)  to  qualify  both its
                      Annual  Bonus  Incentive   and  Stock   Option  Plans   as
                      performance-based  exceptions to  the compensation expense
                      deduction limit.

                      PAY MIX AND MEASUREMENT

                      The Company's executive compensation  program is based  on
                      three  components,  each  of  which  furthers  a differing
                      objective but all of which together are intended to  serve
                      the Company's overall compensation philosophy.

                      BASE SALARY.  The Committee reviews the competitive median
                      base  salaries for competitors  in the specialty retailing
                      field, including  companies listed  in Standard  &  Poor's
                      Retail Store Composite referenced in the Performance Graph
                      on  page  15. The  executive  structure of  most  of these
                      companies  does  not   lend  itself   readily  to   direct
                      comparison with the Company and its practice of choosing a
                      team to manage the business of the Company. With attendant
                      shared  responsibilities,  the Company  has chosen  to set
                      base salary  levels  for  individuals in  these  teams  at
                      levels  which are  generally not  as high  as that  of its
                      competitors with a  single chief  executive officer.  Base
                      salary increases or decreases are established on an annual
                      basis  and are  based on the  Committee's view  of how the
                      management team and the respective individuals  contribute
                      to   the  overall  performance  of  the  Company.  Overall
                      performance of  the Company  is measured  by a  number  of
                      factors  including the Company's earnings, its performance
                      in  the   real  or   perceived  retail   environment   and
                      competitive  conditions, performance versus budget, growth
                      in accounts receivable, improvement  in gross margins  and
                      the  Committee's assessment of  management skills. None of
                      these factors  is  given  greater weight  than  any  other
                      factor.  The Committee's review  of salary information for
                      competitors also enables it  to observe what changes  have
                      occurred,  if  any,  in competitors'  base  salaries. Base
                      salaries in the fiscal year ended January 31, 1994 for the
                      other   executive   officers   listed   in   the   Summary
                      Compensation  Table were determined by the Co-Chairmen and
                      the Co-Presidents.

                      ANNUAL BONUS INCENTIVES.   This incentive  is intended  to
                      reflect    the   Company's    belief   that   management's
                      contribution to medium  and long-term Company  performance
                      comes,  in  part,  from  maximizing  Company  earnings per
                      share, division sales, inventory  turn and gross  margins.
                      Annual   bonus   incentives  for   the   Co-Chairmen,  the
                      Co-Presidents and the  Chief Financial  Officer are  based
                      solely  on  specified earnings  per share  target amounts.
                      Annual bonus  incentives  for the  other  named  executive
                      officers are based on various combinations of earnings per
                      share,  division sales,  inventory turn,  gross margin and
                      expense control  targets.  The amount  of  the  respective

                                                                              12

<PAGE>
                      bonuses  are based on these targets which, in turn, relate
                      to pre-established  percentages  of  the  respective  base
                      salaries. Under this plan, the named executive officers do
                      not  receive  any  bonus incentives  until  the applicable
                      minimum specified performance target is achieved.  Bonuses
                      for  fiscal  year  1993  were  paid  only  to  those named
                      executive officers  who were  subject to  division  sales,
                      inventory  turn and gross  margin targets. The performance
                      targets have not been waived  for purposes of these  bonus
                      incentives   for   any   year  covered   by   the  Summary
                      Compensation Table.

                      LONG-TERM INCENTIVES.  STOCK OPTIONS.  The 1977  Nordstrom
                      Stock  Option Plan  expired on  August 16,  1987. The 1977
                      Plan authorized granting options  to key employees or  key
                      managerial  personnel of the Company and its subsidiaries.
                      A  number  of  options  granted  under  this  Plan  remain
                      outstanding. The 1987 Nordstrom Stock Option Plan, adopted
                      for  a  term  of  10  years  beginning  August  16,  1987,
                      authorizes  granting  options  to  key  employees  or  key
                      managerial  personnel of the Company and its subsidiaries.
                      Both the 1977  and 1987 Option  Plans are administered  by
                      the Committee.

                      Under  the 1987 Plan, stock options  may be granted to the
                      named executive  officers  and other  key  employees.  The
                      option  incentive  component  of  the  total  compensation
                      package is intended to  retain and motivate executives  to
                      improve long-term stock market performance and to increase
                      Shareholder value. Absent contrary action by the Committee
                      at  the time  of grant, stock  options are  granted at the
                      fair market value of the  Company's Common Stock and  will
                      only  have value  if the  Company's stock  price increases
                      from the  time of  the award.  Vesting of  options  occurs
                      during  employment with the  Company upon each anniversary
                      of the  award, with  full vesting  after the  fourth  year
                      following   an  award.  Accordingly,  executives  must  be
                      employed by the Company at the time of vesting in order to
                      benefit from  the  award.  The  number  of  stock  options
                      granted  to the named executive  officers is determined by
                      the Committee  pursuant to  a formula  used for  all  plan
                      participants,  without  reference to  the number  of stock
                      options granted previously. Pursuant  to the formula,  the
                      number  of option shares granted corresponds to the number
                      of underlying Company shares that would produce an  amount
                      equal  to 50% of the participant's yearly salary, assuming
                      an annual 12%  growth rate in  the Company's Common  Stock
                      price  over a five year  period. Stock options are granted
                      semi-annually in May  and November, with  one half of  the
                      formula value of the option award granted each time. Since
                      the  formula is  keyed to salary,  the performance factors
                      discussed in the Base Salary paragraph also would apply to
                      this compensation component.

                      RETIREMENT/SAVINGS.     The   Nordstrom   Profit   Sharing
                      Retirement  Plan was  established in  1952 and  covers all
                      regular,  full-time  employees  of  the  Company  and  its
                      subsidiaries,  including  the  named  executive  officers.
                      Except  for  the  401(k)  feature  described  below,   the
                      Retirement Plan, which is qualified under Internal Revenue
                      Code  Section 401,  is funded  solely by  the Company. The
                      Board of  Directors determines  annually an  amount to  be
                      contributed by

13

<PAGE>
                      the  Company  to the  Retirement  Plan. Allocation  of the
                      Company's contribution  to each  participant's account  is
                      pro  rata, based  on one unit  of credit for  each year of
                      service  and  one  unit  of   credit  for  each  $100   of
                      compensation.  For  purposes of  this  latter calculation,
                      compensation is  limited  to $235,840  for  calendar  year
                      1993.

                      The  401(k)  feature  of  the  Retirement  Plan  allows an
                      employee to defer  a portion  of his  or her  compensation
                      under   Section  401(k)  of  the  Internal  Revenue  Code.
                      Eligibility for  this  feature  occurs as  of  February  1
                      following  the employee's date of hire. Once eligible, the
                      employee may elect to have the Company pay from 1% to  10%
                      of  the employee's compensation, up to a maximum of $8,994
                      for calendar year 1993, to the Retirement Plan instead  of
                      paying  that amount  to the employee.  The Company matches
                      25% of  the  employee's  contribution  up  to  6%  of  the
                      employee's   compensation.  Monies  in   the  account  are
                      invested at the  direction of  the employee  among one  or
                      more of three funds, one of which consists of Common Stock
                      of   the  Company.   Distributions  are   made  at  normal
                      retirement or earlier termination  of employment, and  for
                      terminal illness, disability or hardship.

                      COMPENSATION OF THE CHIEF EXECUTIVE OFFICERS

                      Mr. Hume, Ms. Jefferson, Mr. Johnson and Mr. Whitacre were
                      appointed  Co-Presidents  of  the  Company  in  1991. Base
                      salaries for the  Co-Presidents is  determined by  overall
                      Company   performance.  Overall   Company  performance  is
                      measured by a  number of factors  including the  Company's
                      earnings,   real  or  perceived   retail  environment  and
                      competitive conditions, performance versus budget,  growth
                      in  accounts receivable, improvement  in gross margins and
                      the Committee's assessment of  management skills. None  of
                      these  factors  is  given greater  weight  than  any other
                      factor. For fiscal  year 1993,  the base  salaries of  the
                      Co-Presidents remained the same as 1992 to reflect overall
                      Company performance with little or no growth. Annual bonus
                      incentives  for  the  Co-Presidents  are  based  solely on
                      earnings per share targets as previously described.  Those
                      earnings   per  share   targets  were  not   met  and  the
                      Co-Presidents did not receive any bonus for 1993. The  Co-
                      Presidents  received stock options during 1993 pursuant to
                      the formula used for all Stock Option Plan participants as
                      discussed above.

                      Ms. Jefferson's employment with the Company terminated  on
                      August  15, 1993.  Her severance  package is  noted in the
                      Summary Compensation Table and  was paid in  consideration
                      of  past  services to  the  Company and  in  settlement of
                      certain employment  related claims.  Mr.  Hume was  a  Co-
                      President  of the Company until  May 19, 1993. He remained
                      with Company  and,  on  October 1,  1993,  became  a  Vice
                      President in charge of product and business development in
                      the  men's division, with a commensurate reduction in pay.
                      Mr.  Hume  was  paid  $100,000  in  consideration  of  his
                      agreement to remain with the Company after his termination
                      as a Co-President.

                                                                              14

<PAGE>
                      The  Committee believes the Company has an appropriate mix
                      of incentives to attract  high quality executive  officers
                      and  to reward  them for  continued, loyal  service to the
                      Company.

                                           COMPENSATION AND STOCK OPTION
                                           COMMITTEE

                                           Elizabeth Crownhart Vaughan, Chair
                                           D. Wayne Gittinger
                                           John F. Harrigan
                                           Ann D. McLaughlin
                                           Alfred E. Osborne, Jr.
                                           William D. Ruckelshaus
STOCK PRICE
PERFORMANCE
                      The Performance Graph below compares for each of the  last
                      five  fiscal years  ended January 31  the cumulative total
                      return of  Company Common  Stock,  Standard &  Poor's  500
                      Index  and Standard  & Poor's Retail  Store Composite. The
                      cumulative total return  of Company  Common Stock  assumes
                      $100  invested  on  January 31,  1989  in  Nordstrom, Inc.
                      Common Stock and assumes reinvestment of dividends.

                      PERFORMANCE GRAPH


<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------------------------
                                            1989      1990      1991      1992      1993      1994
- - --------------------------------------------------------------------------------------------------
<S>                                         <C>     <C>       <C>       <C>       <C>       <C>
Nordstrom, Inc. Common Stock                100     103.94     86.25    117.02    125.15    112.68
Standard & Poor's 500 Index                 100     114.45    124.08    152.22    168.34    189.94
S&P Retail Store Composite                  100     115.00    135.00    188.00    225.00    217.00
- - --------------------------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------------------------
</TABLE>


15

<PAGE>

COMPENSATION OF
DIRECTORS
                      Employee directors of  the Company are  not paid any  fees
                      for   serving  as  members  of  the  Board  or  any  Board
                      committee. Non-employee  directors  are currently  paid  a
                      yearly  retainer of $15,000  and a fee  of $1,000 for each
                      Board  meeting  and  $1,000  for  each  committee  meeting
                      attended,  together with reasonable traveling expenses. If
                      approved, non-employee  directors would  also receive  the
                      benefits   provided  pursuant  to  the  1993  Non-Employee
                      Director Stock Incentive Plan.
COMPENSATION
COMMITTEE INTERLOCKS
AND INSIDER
PARTICIPATION
                      None of the members of  the Compensation and Stock  Option
                      Committee  is or  has been an  officer or  employee of the
                      Company or any of its subsidiaries. D. Wayne Gittinger,  a
                      director  of the Company and  a member of the Compensation
                      and Stock Option Committee, is  a partner in the law  firm
                      of  Lane  Powell  Spears  Lubersky,  which  rendered legal
                      services to the Company during the past fiscal year.
P
ROPOSAL 2:
1993 NON-EMPLOYEE
DIRECTOR STOCK
INCENTIVE PLAN
                      INTRODUCTION

                      On May 17,  1993, the  Board of Directors  of the  Company
                      adopted  the  1993 Non-Employee  Director  Stock Incentive
                      Plan (the "Plan") and has directed that it be submitted to
                      the Shareholders for approval  at the Annual Meeting.  The
                      primary  purposes of  the Plan  are to  attract and retain
                      well-qualified persons  for service  as directors  of  the
                      Company,  to provide directors through the award of shares
                      of Common  Stock with  the opportunity  to increase  their
                      proprietary  interest  in  the  Company,  and  thereby  to
                      increase  their   personal  interest   in  the   Company's
                      continued  success. The Plan also includes a cash award to
                      offset the federal  income tax  liability associated  with
                      awards under the Plan.

                      Although  Shareholder approval of the Plan is not required
                      for its adoption, such approval  is being sought in  order
                      that  awards of Common Stock  to directors pursuant to the
                      Plan will be exempt from  Section 16(b) of the  Securities
                      Exchange  Act of  1934. Generally,  Section 16(b) provides
                      that  any  profit  realized   by  directors  and   certain
                      executive  officers  and  certain other  persons  from any
                      combination of a purchase  and a sale  of Common Stock  of
                      the  Company within  a six-month  period inures  to and is
                      recoverable by the Company. Exemption from the application
                      of  Section  16(b)  is  conditional  upon  obtaining   the
                      approval  of the Plan by  the Shareholders of the Company,
                      in addition to certain other conditions which the  Company
                      believes  it has satisfied. If the Plan is not approved by
                      Shareholders, it will not be implemented. Set forth  below
                      is  a summary description of the  Plan which is subject in
                      all respects to  the full text  of the Plan  which is  set
                      forth in Exhibit A.

                      PRINCIPAL PROVISIONS OF THE PLAN

                      If  approved  by the  Shareholders,  the Plan  will become
                      effective as of May 17, 1993. All directors of the Company
                      who are neither  full-time employees nor  officers of  the
                      Company,  of which there are presently eight, are eligible
                      to

                                                                              16

<PAGE>
                      participate in  the  Plan.  None of  the  named  executive
                      officers  will be eligible to participate in the Plan, and
                      none of the non-employee directors eligible to participate
                      in the  Plan are  eligible to  participate in  any of  the
                      other  compensation  plans of  the  Company. Up  to 25,000
                      shares of Common Stock may  be issued under the Plan  from
                      authorized  shares  of  the  Company.  The  Plan  will  be
                      administered  by   the  Compensation   and  Stock   Option
                      Committee.  The Committee  shall appropriately  adjust the
                      number of shares for which awards may be granted  pursuant
                      to    the   Plan   in   the   event   of   reorganization,
                      recapitalization, stock split, reverse stock split,  stock
                      dividend,  exchange  or  combination  of  shares,  merger,
                      consolidation,  rights   offering,   or  any   change   in
                      capitalization.

                      If  the Plan is approved  by Shareholders, each person who
                      is a non-employee director immediately following an Annual
                      Meeting of  Shareholders  will  be  issued  annually  that
                      number  of shares of Common  Stock of the Company (rounded
                      to the nearest whole share) equal to the amount determined
                      by dividing $10,000 by the per  share price of a share  of
                      Common  Stock  as of  the date  of  the Annual  Meeting of
                      Shareholders. For example, the Annual Meeting for 1994  is
                      to  be held on May 17, 1994.  Based upon a per share price
                      of $40.00 for a share of  Common Stock on the date of  the
                      Annual  Meeting (i.e.,  the hypothetical  mean between the
                      closing  bid   and  ask   prices  on   that  date),   each
                      non-employee  director  would  receive  a  Stock  Award by
                      issuance of 250 shares of Common Stock to her or him as of
                      the date of the Annual Meeting.

                      In addition, concurrently  with each issuance  of a  stock
                      award,  each non-employee director eligible to participate
                      in the Plan  would be  paid a  cash payment  of $4,000  to
                      offset his or her federal tax liability resulting from the
                      award.

                      The  Plan will  remain in  effect until  December 31, 2002
                      unless sooner terminated  by the Board  of Directors.  The
                      Board  of Directors of the Company  may at any time amend,
                      rescind or terminate the Plan, as it shall deem advisable;
                      provided, however,  that  (i) no  change  may be  made  in
                      awards  previously  granted  under  the  Plan  which would
                      impair participants' rights without their consent; (ii) no
                      amendment to the Plan may be made without approval of  the
                      Company's  Shareholders  if  the effect  of  the amendment
                      would be to:  (a) increase the  number of shares  reserved
                      for  issuance under the Plan,  (b) change the requirements
                      for eligibility  under  Section  3 of  the  Plan,  or  (c)
                      materially modify the method for determining the number of
                      shares  awarded under Section 4 of  the Plan; and (iii) no
                      amendment may be made to the  Plan within six months of  a
                      prior  amendment, except  as required  for compliance with
                      the Internal Revenue Code of 1986 or the rules thereunder.

                      The Company does not  presently intend to register  shares
                      of  Common Stock  awarded pursuant  to the  Plan under the
                      Securities Act of 1933, as amended.

17

<PAGE>
                      A director  may  not  sell or  otherwise  transfer  shares
                      awarded  pursuant to the  Plan for a  period of six months
                      after they are granted.

                      NEW PLAN BENEFITS

                      The following  table sets  forth  the estimated  new  Plan
                      benefits  received for the  first year of  the Plan by all
                      current non-employee directors:


<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------
                                                               Dollar      Number
Name and Position                                               Value   of Shares
- - ---------------------------------------------------------------------------------
<S>                                                          <C>        <C>
Non-Employee Directors as a Group (8 persons)                $112,057      2,872
- - ---------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------
</TABLE>


                      FEDERAL INCOME TAX CONSEQUENCES

                      A director will be deemed  to have ordinary income in  the
                      taxable year in which the shares and cash are issued. Such
                      income  shall be an amount equal  to the fair market value
                      of the shares on  the date of grant.  The Company will  be
                      entitled  to deductions for federal income tax purposes in
                      the same amount  in the  Company's taxable  year in  which
                      issuance occurs.

                      VOTE REQUIRED

                      The  affirmative  vote  of  a  majority  of  the Company's
                      outstanding shares of Common Stock present or  represented
                      and entitled to vote at the Annual Meeting is required for
                      the approval of the Plan

 
                     The  Board of Directors recommends  a vote for approval of
                      the 1993 Non-Employee Director Stock Incentive Plan.

PROPOSAL 3:
RATIFICATION OF
APPOINTMENT OF
AUDITORS
                      The Board of Directors, acting upon the recommendation  of
                      the  Audit Committee, has appointed the independent public
                      accounting firm of Deloitte &  Touche to be the  Company's
                      auditors  for fiscal year 1994. As  in the past, the Board
                      has determined  that  it  would be  desirable  to  request
                      ratification of its appointment by the Shareholders of the
                      Company. If the Shareholders do not ratify the appointment
                      of  Deloitte  &  Touche,  the  appointment  of independent
                      public accountants will  be reconsidered by  the Board.  A
                      representative of Deloitte & Touche will be present at the
                      Annual  Meeting,  will  have  the  opportunity  to  make a
                      statement if he or she so desires and will be available to
                      respond to appropriate questions. The affirmative vote  of
                      the  majority of the shares represented at the meeting and
                      entitled to  vote  is  required for  the  ratification  of
                      Deloitte & Touche as auditors.

                      The Board of Directors recommends ratification of Deloitte
                      & Touche as auditors for the Company.

                                                                              18

<PAGE>
SOLICITATION OF
PROXIES
                      All  expenses of  proxy solicitation  will be  paid by the
                      Company. Solicitation of proxies will be made primarily by
                      mail, but  proxies may  also be  solicited personally,  by
                      telephone  and by  telegraph and  by regular  officers and
                      employees of the  Company who will  receive no  additional
                      compensation  for their services. Brokers or other persons
                      holding shares in their names or in the names of  nominees
                      will  be reimbursed their  reasonable expenses for sending
                      proxy material to principals and obtaining their  proxies.
                      In  addition, the Company  has retained Corporate Investor
                      Communications, Inc. to aid in the Company's  solicitation
                      for   an  estimated  fee   of  $6,500  plus  out-of-pocket
                      expenses.

COMPLIANCE WITH
SECTION 16(A) OF
THE EXCHANGE ACT
O
F 1934
                      Based solely  on  its review  of  copies of  reports  made
                      pursuant  to Section 16(a) of  the Securities Exchange Act
                      of 1934 and the related regulations, the Company  believes
                      that  during  fiscal  year  1993  all  filing requirements
                      applicable to  its directors,  executive officers  and  10
                      percent  shareholders  were  satisfied,  except  that  one
                      report, covering one transaction,  was filed late by  John
                      N. Nordstrom, a Co-Chairman of the Company.
O
THER MATTERS
                      The  Board of Directors  of the Company  knows of no other
                      matters that may come before the meeting. However, if  any
                      other  matters should properly come  before the meeting or
                      any adjournment  thereof,  it  is  the  intention  of  the
                      persons named in the proxy to vote the Proxy in accordance
                      with their best judgment.
SHAREHOLDER
PROPOSALS FOR 1995
ANNUAL MEETING
                      Proposals    for   Shareholder   action   which   eligible
                      Shareholders wish to have included in the Company's  proxy
                      mailed  to Shareholders  in connection  with the Company's
                      proxy  mailed  to  Shareholders  in  connection  with  the
                      Company's  1995  Annual Meeting  must  be received  by the
                      Company at its  principal executive offices  on or  before
                      December 7, 1994.

                      By Order of the Board of Directors

                      KAREN E. PURPUR
                      Secretary

                      Seattle, Washington
                      April 5, 1994

19

<PAGE>
                                                                       EXHIBIT A

                1993 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

1.   PURPOSE.   The purposes of  the 1993 Non-Employee  Director Stock Incentive
Plan (the "Plan") are to attract  and retain well-qualified persons for  service
as  directors of Nordstrom,  Inc. (the "Company"),  to provide directors through
the payment of  an incentive payable  in shares of  the Company's Common  Stock,
without  par  value ("Common  Stock"), with  the  opportunity to  increase their
proprietary interest  in the  Company, and  thereby to  increase their  personal
interest in the Company's continued success.

2.   ADMINISTRATION.   Responsibility and authority  to administer and interpret
the provisions of the  Plan shall be conferred  upon the Compensation and  Stock
Option Committee ("Committee").

The  Committee may employ  attorneys, consultants, accountants  or other persons
and the Committee, the Company and its officers and directors shall be  entitled
to  rely upon the advice, opinions or  valuations of any such persons. All usual
and reasonable  expenses of  the Committee  shall be  paid by  the Company.  All
actions  taken and all interpretations and  determinations made by the Committee
in good faith shall be final and  binding upon all recipients who have  received
awards,  the Company  and other interested  persons. No member  of the Committee
shall be  personally liable  for any  action, determination  or  interpretations
taken  or made in good faith with respect  to the Plan or awards made hereunder,
and all members of the Committee shall be fully indemnified and protected by the
Company in respect of any such action, determination or interpretation.

3.   ELIGIBILITY.   All  directors  of the  Company  who are  neither  full-time
employees  of the Company nor  officers of the Company  shall be participants in
the Plan.

4.  AWARDS.   Awards under the Plan  shall consist of two  parts, a stock  award
(the "Stock Award") and a cash award (the "Tax Gross Up") intended to offset the
federal  income tax liability  attributable to the Stock  Award. The Stock Award
and the Tax Gross Up shall be payable in stock and cash as provided hereunder.

Within thirty (30) days after each Annual Meeting of Shareholders of the Company
during the term hereof, the Company shall cause to be issued to each person  who
is  an eligible director immediately following the Annual Meeting that number of
full shares of Common Stock (rounded  to the nearest whole share) determined  by
dividing  $10,000 by the  mean of the closing  bid and ask prices  of a share of
Common Stock as  of the date  of the Annual  Meeting, or, if  no sale of  Common
Stock has been recorded on that date, then on the next preceding date on which a
sale was made (the "Fair Market Value").

Concurrently with the issuance of each Stock Award, the Company shall deliver to
each eligible director a cash payment of $4,000 as the Tax Gross Up.

No payment will be required from the director upon the issuance or delivery of a
Stock  Award  or Tax  Gross  Up, except  that  any amount  necessary  to satisfy
applicable federal, state or  local tax requirements shall  be withheld or  paid
promptly  upon notification of the amount due  and prior to or concurrently with

                                      A-1

<PAGE>
issuance  of  a   certificate  representing   a  Stock   Award;  provided   that
notwithstanding  anything contained  herein to  the contrary,  the Committee may
accept stock  received  in  connection  with the  Stock  Award  being  taxed  or
otherwise previously acquired in satisfaction of any withholding requirements.

5.   TERMS AND  CONDITIONS.  Up to  25,000 shares of Common  Stock may be issued
from authorized shares  of the Company  pursuant to the  Plan. Shares of  Common
Stock  issued pursuant to the Plan shall be from authorized but unissued shares.
To the extent the shares are not registered under the Securities Act of 1933, as
amended (the "Act"), they  may not be sold,  assigned, transferred or  otherwise
disposed  of in the absence of  an effective registration statement covering the
shares, or an available exemption under the Act.

A director may not  sell or otherwise  transfer shares issued  as a Stock  Award
under the Plan for a period of six (6) months from the date of the award.

The  Committee shall appropriately adjust the  number of shares for which awards
may  be  granted  pursuant  to  the   Plan  in  the  event  of   reorganization,
recapitalization,  stock split, reverse stock split, stock dividend, exchange or
combination of shares, merger, consolidation, rights offering, or any change  in
capitalization of the Company.

6.   AMENDMENT OR DISCONTINUANCE.  The Board of Directors of the Company may, at
any time  amend, rescind  or terminate  the Plan,  as it  shall deem  advisable;
provided,  however, that  (i) no change  may be made  in any Stock  Award or Tax
Gross Up  previously made  under the  Plan which  would impair  the  recipients'
rights  without their consent; (ii) no amendment to the Plan may be made without
approval of the Company's Shareholders if  the effect of the amendment would  be
to: (a) materially increase the number of shares reserved for issuance hereunder
or  benefits accruing to participants under  the Plan, (b) materially change the
requirements for eligibility under  Section 3 hereof,  or (c) materially  modify
the  method for determining the number of shares awarded under Section 4 hereof,
except that  any such  increase or  modification that  results from  adjustments
authorized  by the last paragraph of Section  5 shall not require such approval;
and (iii) no  amendment may be  made to the  Plan within six  months of a  prior
amendment,  except as required for compliance  with the Internal Revenue Code of
1986 or the rules thereunder.

7.  EFFECTIVE DATE AND TERM OF PLAN.  The Plan shall become effective as of  May
17,  1993  and shall  remain in  effect  until December  31, 2002.  Stock Awards
granted prior to termination of the Plan, shall, notwithstanding termination  of
the Plan, continue to be effective and shall be governed by the Plan.

8.   GOVERNING  LAW.   The Plan  and all  determinations made  and actions taken
pursuant hereto  shall  be governed  by  the laws  of  the state  of  Washington
pertaining   to  contracts  made   and  to  be   performed  wholly  within  such
jurisdiction.

                                      A-2

<PAGE>
                  NORDSTROM, INC. PROXY -- 1994 ANNUAL MEETING
                   1501 FIFTH AVENUE, SEATTLE, WA 98101-1603
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The  undersigned appoints D. Wayne  Gittinger and Karen E.  Purpur, or either of
them, with full power of  substitution, proxies to vote  all shares of stock  of
the  undersigned  entitled to  vote  at the  Annual  Meeting of  Shareholders of
Nordstrom, Inc. to be held May 17,  1994, in Oak Brook, Illinois, at 9:00  a.m.,
Central  Time, and any adjournment thereof, with all power the undersigned would
possess if personally present.

The Board of Directors recommends a vote "FOR":

1.    ELECTION OF DIRECTORS     / / FOR all nominees      / / WITHHOLD AUTHORITY
                                (EXCEPT AS INDICATED      TO VOTE FOR ALL
                                TO THE CONTRARY BELOW)    NOMINEES
Nominees: P. M.  Condit, D. W.  Gittinger, J. F.  Harrigan, C. A.  Lynch, A.  D.
McLaughlin,  J. A. McMillan, B. A. Nordstrom,  J. F. Nordstrom, J. N. Nordstrom,
A. E. Osborne, Jr., W. D. Ruckelshaus, M. T. Stamper and E. C. Vaughan.

 (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
               THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

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

2.    APPROVAL OF THE 1993 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
            / /  FOR            / /  AGAINST            / /  ABSTAIN

3.    RATIFICATION OF APPOINTMENT OF AUDITORS
            / /  FOR            / /  AGAINST            / /  ABSTAIN

                   (Continued and to be signed on other side)

<PAGE>

4.    Such other matters as may properly  come before the meeting. The Board  of
      Directors  at present knows of  no other matters to  be brought before the
      meeting.
This proxy  will be  voted in  accordance with  the instructions  given.  UNLESS
REVOKED  OR OTHERWISE INSTRUCTED,  THE SHARES REPRESENTED BY  THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2 AND WILL BE VOTED IN ACCORDANCE WITH THE  DISCRETION
OF  THE PROXIES UPON ALL OTHER MATTERS WHICH  MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
                                                    DATED: _______________, 1994
                                                    ____________________________
                                                    ____________________________
                                                    Signature of Shareholder(s)

                                                    PLEASE  SIGN  AS  YOUR  NAME
                                                    APPEARS. Trustees,
                                                    Guardians,    Personal   and
                                                    other Representatives,
                                                    please indicate full titles.

 PLEASE VOTE, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
                             POSTAGE-PAID ENVELOPE.