<PAGE>
NORDSTROM

1501 Fifth Avenue, Seattle, WA 98101-1603

March 31, 1995

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  16, 1995, at  11:00
a.m., Pacific Time, in the Grand Ballroom, Sheraton Seattle Hotel & Towers, 1400
Sixth Avenue, Seattle, Washington.

In  addition to the matters described in  the Notice of Annual Meeting and Proxy
Statement, there  will  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 your Proxy.

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

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 16,  1995, at 11:00 a.m., Pacific
                      Time, in  the Grand  Ballroom,  Sheraton Seattle  Hotel  &
                      Towers,  1400  Sixth Avenue,  Seattle, Washington  for the
                      following purposes:

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

                      2.  To ratify the appointment of auditors; and

                      3.  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 21,  1995 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
 
                     March 31, 1995

                        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:
MARCH 31, 1995
                      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
                      16,  1995  and any  adjournment  thereof. If  the enclosed
                      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 and 2 if no contrary instruction
                      is indicated in the Proxy.

                      There were  82,251,665 shares  of Common  Stock, the  only
                      security  of the Company entitled  to vote at the meeting,
                      outstanding at March  21, 1995,  the record  date for  the
                      Annual  Meeting of Shareholders. Shareholders are entitled
                      to one vote for each share of Common Stock held of  record
                      at  the  close  of  business  on  March  21,  1995.  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.  For
                      election  of directors, the nominees elected will be 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. Any other
                      matter will be 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.


PRINCIPAL
SHAREHOLDERS
                      As of March 21, 1995, members of the Nordstrom family were
                      the beneficial owners  of approximately 30,353,798  shares
                      (36.40%) 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
                      21, 1995.

                                                                               2

<PAGE>
 
                     The  following  table  sets  forth  information  regarding
                      security  ownership  of  certain  beneficial  owners,  the
                      directors, certain  executive officers  and directors  and
                      executive officers of the Company as a group:


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                                 Amount and
                                                  Nature of
                                                 Beneficial           Percent of
Name of Beneficial Owner                          Ownership             Class
--------------------------------------------------------------------------------
<S>                                            <C>                    <C>
PHILIP M. CONDIT                                     228                 *
D. WAYNE GITTINGER                             5,275,613(a)(b)          6.33%
  1420 Fifth Avenue, Suite 4100
  Seattle, Washington 98101
JOHN F. HARRIGAN                                  10,587(c)              *
CHARLES A. LYNCH                                   3,587(d)              *
ANN D. MCLAUGHLIN                                  1,587                 *
JOHN A. MCMILLAN                               1,320,989(a)(e)          1.58%
BRUCE A. NORDSTROM                             5,493,004(a)(f)          6.59%
  1501 Fifth Avenue
  Seattle, Washington 98101
JAMES F. NORDSTROM                             3,077,430(a)(g)          3.69%
JOHN N. NORDSTROM                              3,492,754(a)(h)          4.19%
ALFRED E. OSBORNE, JR.                             1,687(i)              *
WILLIAM D. RUCKELSHAUS                             6,587                 *
ELIZABETH CROWNHART VAUGHAN                        2,040                 *
JOHN A. GOESLING                                  71,969(j)              *
RAYMOND A. JOHNSON                                90,071(k)              *
JOHN J. WHITACRE                                  20,015(l)              *
Directors and executive officers as a
group
(24 persons)                                   19,885,483              23.85%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<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 director
or his spouse owns a one-eighth beneficial interest.
(b) Includes 3,499,154 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)  Includes 10,000 shares held by a family  trust of which he is a trustee and
beneficiary.
(d) Includes 3,000 shares held  by a family trust of  which he is a trustee  and
beneficiary.
(e)  Includes 46,313 shares which may be  acquired under the 1977 and 1987 Stock
Option Plans, 1,102,988 shares held by  his wife individually and 54,000  shares
held by a trust of which his wife is the beneficiary.
</TABLE>


3

<PAGE>

<TABLE>
<S>    <C>
(f)   Includes 4,429  shares which may  be acquired under  the 1987 Stock Option
Plan, 14,194 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.
(g) Includes 20,259  shares which may  be acquired under  the 1987 Stock  Option
Plan and 50,786 shares held by his wife.
(h)  Includes 39,468 shares which may be  acquired under the 1977 and 1987 Stock
Option Plans and 380,286 shares held by his wife.
(i)  Includes 300 shares held by his  wife and 200 shares held by a  corporation
of which he is the sole shareholder.
(j)   Includes 32,175 shares which may be acquired under the 1977 and 1987 Stock
Option Plans.
(k) Includes 32,573 shares which may be  acquired under the 1977 and 1987  Stock
Option Plans.
(l)   Includes 18,015 shares  which may be acquired  under the 1987 Stock Option
Plan.
</TABLE>


The directors 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
                      Twelve 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. 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 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.

                                                                               4

<PAGE>
                      NOMINEES

                      Information related to the director nominees is 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              1994
  Age 53(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 62(b)(c)              Spears Lubersky
JOHN F. HARRIGAN          Retired (formerly Chairman of Union Bank)       1975
  Age 69
CHARLES A. LYNCH          Chairman of Market Value Partners Company,      1985
  Age 67(d)                 a California based investment and
                            management firm
ANN D. MCLAUGHLIN         President of the Federal City Council, a        1992
  Age 53(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 63(c)(f)(g)           (formerly President)
BRUCE A. NORDSTROM        Co-Chairman of the Board of Directors           1966
  Age 61(c)(f)
JAMES F. NORDSTROM        Co-Chairman of the Board of Directors           1966
  Age 55(c)(f)
JOHN N. NORDSTROM         Co-Chairman of the Board of Directors           1966
  Age 57(c)(f)
ALFRED E. OSBORNE, JR.    Director of the Entrepreneurial Studies         1987
  Age 50(h)                 Center and Associate Professor of
                            Business Economics of The John E.
                            Anderson Graduate School of Management
                            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 62(i)                 Officer of Browning-Ferris Industries,
                            Inc., a Texas based waste services
                            company
ELIZABETH CROWNHART       President of Salar Enterprises, Ltd., an        1977
  VAUGHAN                   Oregon based company engaged in the
  Age 66(j)                 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 Fluke Corporation.
(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 a  director of  Fresh Choice, Inc.,  Pacific Mutual  Life
Insurance Company and PST Vans, Inc.
(e) Mrs. McLaughlin, a former U.S. Secretary of Labor, is also a director of AMR
Corporation,  Federal National Mortgage Association (Fannie Mae), 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, N.A.,
Greyhound Lines, Inc., 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. He was also a director of the Company from 1978 to 1983.
(j)  Mrs. Vaughan is also a  director of First Interstate Bank of Oregon,  N.A.,
First  Interstate Bank of  Washington, N.A. and First  Interstate Bank of Idaho,
N.A.
</TABLE>


T
he Board of Directors recommends a vote for each of the nominees listed 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 formal  meeting schedules,  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, Philip  M. Condit,  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,  1995,  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 $367,075.  The
                      Company  believes  the  charter  rate  and  terms  of this
                      arrangement  are  more  favorable  than  those   generally
                      available to the Company from other commercial charters.

7

<PAGE>
C
OMPENSATION OF
EXECUTIVE OFFICERS IN
THE YEAR ENDED
JANUARY 31, 1995

                      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, 1995, to the  Co-
                      Presidents,  the Executive Vice President  who acts as the
                      Chief  Financial  Officer  and  the  Co-Chairmen  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>
RAYMOND A. JOHNSON                             1994    $315,000    $315,000               $658       4,495            $11,432
CO-PRESIDENT                                   1993    $300,000          $0               $467       6,279            $13,150
                                               1992    $300,000     $30,000               $636       5,585            $14,148
-----------------------------------------------------------------------------------------------------------------------------
JOHN J. WHITACRE                               1994    $315,000    $315,000               $759       4,495            $12,830
CO-PRESIDENT                                   1993    $300,000          $0               $436       6,279            $15,261
                                               1992    $300,000     $30,000               $145       5,585            $22,062
-----------------------------------------------------------------------------------------------------------------------------
JOHN A. GOESLING                               1994    $307,500    $307,500               $754       4,388            $13,109
EXECUTIVE VICE PRESIDENT                       1993    $295,000          $0               $405       6,173            $15,493
AND TREASURER                                  1992    $295,000     $29,500               $389       5,200            $15,661
-----------------------------------------------------------------------------------------------------------------------------
JOHN A. MCMILLAN                               1994    $290,000    $290,000             $1,232       4,138            $15,584
CO-CHAIRMAN                                    1993    $290,000          $0             $1,650       6,069            $15,947
                                               1992    $290,000     $29,000               $661       5,778            $18,255
-----------------------------------------------------------------------------------------------------------------------------
BRUCE A. NORDSTROM                             1994    $290,000    $290,000               $594       4,138            $13,178
CO-CHAIRMAN                                    1993    $290,000          $0               $496       6,069            $13,417
                                               1992    $290,000     $29,000             $1,168       5,778            $15,258
-----------------------------------------------------------------------------------------------------------------------------
JAMES F. NORDSTROM                             1994    $290,000    $290,000               $732       4,138            $11,963
CO-CHAIRMAN                                    1993    $290,000          $0               $562       6,069            $13,151
                                               1992    $290,000     $29,000               $976       5,778            $14,406
-----------------------------------------------------------------------------------------------------------------------------
JOHN N. NORDSTROM                              1994    $290,000    $290,000               $429       4,138            $11,945
CO-CHAIRMAN                                    1993    $290,000          $0               $346       6,069            $13,055
                                               1992    $290,000     $29,000             $1,360       5,778            $14,418
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
<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  1994 includes tax  reimbursement
for medical expenses.
(3) All Other Compensation for fiscal year 1994 includes the following:
      Company's Profit Sharing contribution: Raymond A. Johnson: $9,819; John J.
    Whitacre:  $9,774; John A. Goesling: $9,768; John A. McMillan: $9,897; Bruce
    A. Nordstrom: $9,903;  James F.  Nordstrom: $9,871; and  John N.  Nordstrom:
    $9,884.
      401(k)  Plan benefits: John J. Whitacre: $2,320; John A. Goesling: $2,058;
     John A. McMillan: $2,322.
      Premiums on excess  life insurance:  Raymond A. Johnson:  $1,613; John  J.
     Whitacre:  $736; John A. Goesling: $1,283;  John A. McMillan: $3,275; Bruce
     A. Nordstrom:  $3,275;  James  F. Nordstrom:  $2,092;  John  N.  Nordstrom:
     $2,061.
</TABLE>


                                                                               8

<PAGE>
                      OPTION GRANTS IN LAST FISCAL YEAR

                      The  following  table  sets  forth  information concerning
                      option  grants  during  fiscal  year  1994  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>
RAYMOND A. JOHNSON                      2,354          0.68%      $43.875      May 17, 2004    $64,953     $164,605
                                        2,141          0.62%       $48.25      Nov 15, 2004    $64,967     $164,639
-------------------------------------------------------------------------------------------------------------------
JOHN J. WHITACRE                        2,354          0.68%      $43.875      May 17, 2004    $64,953     $164,605
                                        2,141          0.62%       $48.25      Nov 15, 2004    $64,967     $164,639
-------------------------------------------------------------------------------------------------------------------
JOHN A. GOESLING                        2,298          0.66%      $43.875      May 17, 2004    $63,408     $160,689
                                        2,090          0.60%       $48.25      Nov 15, 2004    $63,419     $160,717
-------------------------------------------------------------------------------------------------------------------
JOHN A. MCMILLAN                        2,167          0.63%      $43.875      May 17, 2004    $59,793     $151,528
                                        1,971          0.57%       $48.25      Nov 15, 2004    $59,808     $151,566
-------------------------------------------------------------------------------------------------------------------
BRUCE A. NORDSTROM                      2,167          0.63%      $43.875      May 17, 2004    $59,793     $151,528
                                        1,971          0.57%       $48.25      Nov 15, 2004    $59,808     $151,566
-------------------------------------------------------------------------------------------------------------------
JAMES F. NORDSTROM                      2,167          0.63%      $43.875      May 17, 2004    $59,793     $151,528
                                        1,971          0.57%       $48.25      Nov 15, 2004    $59,808     $151,566
-------------------------------------------------------------------------------------------------------------------
JOHN N. NORDSTROM                       2,167          0.63%      $43.875      May 17, 2004    $59,793     $151,528
                                        1,971          0.57%       $48.25      Nov 15, 2004    $59,808     $151,566
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
<FN>
(1)  Options are granted at the fair  market value of the Company's Common Stock
on the  date of  grant. Absent  contrary action  by the  Compensation and  Stock
Option  Committee  at the  time of  grant, options  vest and  become exercisable
during employment with  the Company ratably  each year over  a four-year  period
from the date of grant. To the extent not already exercisable, options generally
become  exercisable  upon a  sale of  the  Company or  substantially all  of its
assets. During the last fiscal year, the Company granted options to officers and
other key employees on May 17, 1994 and on November 15, 1994.
</TABLE>


9

<PAGE>
                      OPTION EXERCISES AND YEAR END VALUE TABLE

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


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
                                                                                          Dollar Value of
                                                           Number of Unexercised     Unexercised, in-the-Money
                                 Number of                    Options Held at             Options held at
                                    Shares       Dollar       January 31, 1995          January 31, 1995(1)
                               Acquired on        Value  --------------------------  --------------------------
Name                              Exercise  Realized(1)  Exercisable  Unexercisable  Exercisable  Unexercisable
---------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>          <C>          <C>            <C>          <C>
RAYMOND A. JOHNSON                   6,483     $149,109       29,846         13,164     $331,953        $64,704
---------------------------------------------------------------------------------------------------------------
JOHN J. WHITACRE                         0           $0       15,288         13,164     $125,384        $64,704
---------------------------------------------------------------------------------------------------------------
JOHN A. GOESLING                         0           $0       33,973         12,680     $419,610        $62,418
---------------------------------------------------------------------------------------------------------------
JOHN A. MCMILLAN                         0           $0       43,589         12,853     $563,547        $64,214
---------------------------------------------------------------------------------------------------------------
BRUCE A. NORDSTROM                  11,304      $77,167        4,874         12,853      $30,788        $64,214
---------------------------------------------------------------------------------------------------------------
JAMES F. NORDSTROM                       0           $0       17,535         12,853     $128,361        $64,214
---------------------------------------------------------------------------------------------------------------
JOHN N. NORDSTROM                        0           $0       36,744         12,853     $432,477        $64,214
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
<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,  1995, as the  case may  be, 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  Executive
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  monthly benefits  payable under  the Nordstrom  Profit Sharing
Retirement Plan. The
</TABLE>


                                                                              10

<PAGE>

<TABLE>
<S>    <C>
normal retirement  benefit  provided  by the  Nordstrom  Supplemental  Executive
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, up to a maximum of twenty-five years.
(2) The credited years of service to the Company for Raymond A. Johnson, John J.
Whitacre,  John  A. Goesling,  John A.  McMillan, Bruce  A. Nordstrom,  James F.
Nordstrom  and  John  N.  Nordstrom  are  25,  18,  17,  37,  38,  33,  and  35,
respectively.
</TABLE>


COMPENSATION AND
STOCK OPTION
COMMITTEE
REPORT ON FISCAL YEAR
1994 EXECUTIVE
COMPENSATION
                      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
                      Presidents  of the  Company. This  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 teams  to oversee the
                            operations of the Company, compensation
                            opportunities for the Co-Presidents, who manage  the
                            Company's day-to-day activities, and the
                            Co-Chairmen,  who oversee  the overall  operation of
                            the Company,  should  be  based  on  the  respective
                            team's  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 its executive officers, including those
                      named in the Summary  Compensation Table. Considering  the
                      current  base salary levels of those officers, the Company
                      believes there is no risk of

11

<PAGE>
                      exceeding the $1 million amount for any such officer.  The
                      Company  intends  to comply  with  regulations 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
                      teams   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 this Committee's  view of how  the
                      management teams 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
                      this  Committee's assessment of management skills. None of
                      these factors  is  given  greater weight  than  any  other
                      factor.  This Committee's review of salary information for
                      competitors also enables it  to observe what changes  have
                      occurred, if any, in competitors' base salaries.

                      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 Executive Vice President who acts as
                      the  Chief Financial Officer are based solely on specified
                      earnings per share target amounts. Annual bonus incentives
                      for the  other  Executive  Vice Presidents  are  based  on
                      various  combinations  of  earnings  per  share,  division
                      sales, inventory turn,  gross margin  and expense  control
                      targets.  The amount of the respective bonuses is based on
                      these targets which,  in turn,  relate to  pre-established
                      percentages  of the  respective base  salaries. Under this
                      plan,  executive  officers  do   not  receive  any   bonus
                      incentives   until   the   applicable   minimum  specified
                      performance target is  achieved. Bonuses  for fiscal  year
                      1994 were paid both to those executive

                                                                              12

<PAGE>
                      officers  who were subject to specified earnings per share
                      targets and to  those subject to  various 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 Stock 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. 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  generally 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  has  been
                      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  have
                      been  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. This
                      Committee reserves the  right to change  or eliminate  the
                      formula at any time but has no present intention to do so.

                      RETIREMENT/SAVINGS.      The   Nordstrom   Profit  Sharing
                      Retirement Plan  was established  in 1951  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(a), is funded solely by the Company.  The
                      Board  of Directors  determines annually  an amount  to be
                      contributed  by  the  Company  to  the  Retirement   Plan.
                      Allocation of the

13

<PAGE>
                      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 $150,000  for  calendar year
                      1994.

                      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 or coinciding with 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  $9,240  for   calendar  year  1994,  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  six 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 CO-PRESIDENTS

                      Base  salaries for the two Co-Presidents are 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
                      this Committee's assessment of management skills. None  of
                      these  factors  is  given greater  weight  than  any other
                      factor. For fiscal year 1994, the base salaries of the Co-
                      Presidents were increased by five percent over their  base
                      salaries  of the previous year  to reflect moderate growth
                      in  overall  Company  performance.  Previously,  the  base
                      salaries of the Co-Presidents had not been increased since
                      fiscal  year 1992.  During fiscal  year 1994,  the Company
                      experienced even greater improvement in a number of  these
                      areas  and this Committee considered  that in setting base
                      salaries for  the  Co-Presidents  for  fiscal  year  1995.
                      Annual  bonus incentives  for the  Co-Presidents are based
                      solely  on  earnings  per  share  targets  as   previously
                      described.  Those earnings per share  targets were met and
                      the Co-Presidents each  received a bonus  for fiscal  year
                      1994  based on a  corresponding pre-established percentage
                      of  their  base  salary   as  previously  described.   The
                      Co-Presidents  received stock  options during  fiscal year
                      1994 pursuant to  the formula  used for  all Stock  Option
                      Plan participants as previously described.

                                                                              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
P
ERFORMANCE
                      PERFORMANCE GRAPH

                      The following graph  compares for  each of  the last  five
                      fiscal years ending 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, 1990  in Nordstrom, Inc.  Common Stock and
                      assumes reinvestment of dividends.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC


<TABLE>
<CAPTION>
             NORDSTROM, INC. COMMON STOCK     STANDARD & POOR'S 500 INDEX    STANDARD & POOR'S RETAIL STORES COMPOSITE
<S>        <C>                               <C>                            <C>
1990                                 100.00                         100.00                                       100.00
1991                                  83.13                         108.42                                       117.00
1992                                 112.68                         133.00                                       164.00
1993                                 120.69                         147.08                                       196.00
1994                                 108.49                         165.96                                       189.00
1995                                 126.74                         165.68                                       175.00
</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  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. Pursuant to
                      the  1993  Non-Employee  Director  Stock  Incentive  Plan,
                      immediately  following each Annual Meeting of Shareholders
                      non-employee directors also receive that number of  shares
                      of  Company  Common Stock  having a  fair market  value of
                      $10,000,  plus  a   $4,000  cash  award   to  offset   tax
                      obligations attributable to the stock award.

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:
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  LLP  to  be the
                      Company's auditors for fiscal year  1995. 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  LLP,  the
                      appointment  of  independent  public  accountants  will be
                      reconsidered by the Board. A representative of Deloitte  &
                      Touche  LLP 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 a majority of the votes
                      cast is required for the ratification of Deloitte & Touche
                      LLP as auditors.

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

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  $6,000  plus   out-of-pocket
                      expenses.

                                                                              16

<PAGE>


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  1994  all  filing  requirements
                      applicable  to  its directors,  executive officers  and 10
                      percent shareholders were satisfied.

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 1996
ANNUAL MEETING
                      Proposals   for   Shareholder   action   which    eligible
                      Shareholders  wish to have included in the Company's Proxy
                      Statement mailed to  Shareholders in  connection with  the
                      Company's  1996  Annual Meeting  must  be received  by the
                      Company at its  principal executive offices  on or  before
                      December 1, 1995.

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

                      Seattle, Washington
                      March 31, 1995

17

<PAGE>
                  NORDSTROM, INC. PROXY -- 1995 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 16, 1995, in Seattle, Washington, at 11:00  a.m.,
Pacific  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 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.    RATIFICATION OF APPOINTMENT OF AUDITORS

            / /  FOR            / /  AGAINST            / /  ABSTAIN

3.    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.

                   (Continued and to be signed on other side)

<PAGE>
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: _______________, 1995
                                                    ____________________________
                                                    ____________________________
                                                    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.