<PAGE>
Amendment to 10-Q


                   SECURITIES AND EXCHANGE COMMISSION

                          Washington, DC 20549

                               FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934

For the transition period from _______ to _______
                    Commission File Number 0-6074

                         Nordstrom, Inc.
       ______________________________________________________
       (Exact name of Registrant as specified in its charter)

              Washington                             91-0515058
      _______________________________            ___________________
      (State or other jurisdiction of              (IRS Employer
      incorporation or organization)              Identification No.)

             1501 Fifth Avenue, Seattle, Washington  98101
         ____________________________________________________
         (Address of principal executive offices)  (Zip code)

Registrant's telephone number, including area code: (206) 628-2111


     Indicate by check mark whether the Registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the Registrant was required to file such reports), and (2) 
has been subject to such filing requirements for the past 90 days.


                          YES   X       NO
                              _____        _____

Common stock outstanding as of November 26, 1996:  80,198,803 shares of 
common stock.










Amendment to 10-Q - Purpose is to submit the exhibits electronically
                                 1 of 9

<PAGE>


                       PART II - OTHER INFORMATION


Item 1.  Legal Proceedings
- --------------------------
The Company is not involved in any material pending legal proceedings, other
than routine litigation in the ordinary course of business.


Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------
(a)  Exhibits
     --------

     (10.1)  Master Pooling and Servicing Agreement dated August 14, 1996
             between Nordstrom National Credit Bank and Norwest Bank
             Colorado, National Association is filed in paper format under
             Form SE.

     (10.2)  Series 1996-A Supplement to Master Pooling and Servicing
             Agreement dated August 14, 1996 between Nordstrom National
             Credit Bank, Nordstrom Credit, Inc. and Norwest Bank Colorado,
             National Association is filed in paper format under Form SE.

     (10.3)  Transfer and Administration Agreement dated August 14, 1996
             between Nordstrom National Credit Bank, Enterprise Funding 
             Corporation and Nationsbank, N.A. is filed in paper format
             under Form SE.

     (27.1)  Financial Data Schedule is filed herein as an Exhibit.

(b)  Reports on Form 8-K
     -------------------

     No reports on Form 8-K were filed during the quarter for which this
     report is filed.



                               SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                  
                              NORDSTROM, INC.
                                (Registrant)


                             /s/            John A. Goesling
                             ------------------------------------------
                             John A. Goesling, Executive Vice President
                                             and Treasurer
                            (Principal Financial and Accounting Officer)


Date:   January, 6, 1997
- ------------------------


                                 9 of 9
NORDSTROM, INC. AND SUBSIDIARIES



Exhibit Index

Exhibit                                         Method of Filing
- -------                                         ----------------
10.1  Master Pooling and Servicing Agreement    Filed herewith electronically

10.2  Series 1996-A Supplement to Master
      Pooling and Servicing Agreement           Filed herewith electronically

10.3  Transfer and Administration Agreement     Filed herewith electronically











<PAGE>
                        NORDSTROM NATIONAL CREDIT BANK

                           Transferor and Servicer



                                     and



                  NORWEST BANK COLORADO, NATIONAL ASSOCIATION

                                    Trustee

                      on behalf of the Certificateholders

                     of Nordstrom Credit Card Master Trust




                    MASTER POOLING AND SERVICING AGREEMENT

                         Dated as of August 14, 1996
































<PAGE>
TABLE OF CONTENTS

                                                              PAGE
ARTICLE I  DEFINITIONS

Section 1.1  Definitions                                         1
Section 1.2  Other Definitional Provisions                      23


ARTICLE II  APPOINTMENT OF TRUSTEE;
            CONVEYANCE OF RECEIVABLES;
            ISSUANCE OF CERTIFICATES

Section 2.1  Appointment of Trustee; Conveyance
             of Receivables                                     24
Section 2.2  Acceptance by Trustee                              27
Section 2.3  Representations and Warranties                     28
Section 2.4  Representations and Warranties of the
             Transferor Relating to the Agreement and
             any Supplement and the Receivables                 31
Section 2.5  Covenants of the Transferor                        40
Section 2.6  Addition of Accounts                               43
Section 2.7  Removal of Accounts                                48

ARTICLE III  ADMINISTRATION AND SERVICING
             OF RECEIVABLES

Section 3.1  Acceptance of Appointment and
             Other Matters Relating to the
             Servicer                                           50
Section 3.2  Servicing Compensation                             52
Section 3.3  Representations, Warranties and Covenants
             of the Servicer                                    53
Section 3.4  Reports and Records for the Trustee                57
Section 3.5  Annual Servicer's Certificate
                      59
Section 3.6  Annual Independent Public Accountants'
             Servicing Report                                   60
Section 3.7  Tax Treatment                                      60
Section 3.8  Adjustments                                        61
Section 3.9  Notices to the Transferor                          62














                                     i

<PAGE>
ARTICLE IV  RIGHTS OF CERTIFICATEHOLDERS AND 
            ALLOCATION AND APPLICATION OF COLLECTIONS
                                                              PAGE

Section 4.1  Establishment of Collection Account
             and Excess Funding Account and Allocation
             of Collections                                     64


ARTICLE V  (Reserved)                                           71


ARTICLE VI  THE CERTIFICATES

Section 6.1  The Certificates                                   72
Section 6.2  Authentication of Certificates                     73
Section 6.3  Registration of Transfer and Ex-
             change of Certificates                             73
Section 6.4  Mutilated, Destroyed, Lost or 
             Stolen Certificates                                78
Section 6.5  Persons Deemed Owners                              79
Section 6.6  Appointment of Paying Agent                        80
Section 6.7  Access to List of Certificate-
             holders' Names and Addresses                       81
Section 6.8  Authenticating Agent                               82
Section 6.9  Tender of Exchangeable Transfer-
             or Certificate                                     84
Section 6.10  Global Certificate; Euro-Certif-
              icate Exchange Date                               87
Section 6.11  Book-Entry Certificates                           89
Section 6.12  Notices to Clearing Agency                        90
Section 6.13  Definitive Certificates                           91
Section 6.14  Meetings of Certificateholders                    91


ARTICLE VII  OTHER MATTERS RELATING TO THE 
             TRANSFEROR

Section 7.1  Liability of the Transferor                        96
Section 7.2  Merger or Consolidation of, or 
             Assumption of the Obligations 
             of, the Transferor                                 96
Section 7.3  Limitation on Liability of the 
             Transferor                                         97
Section 7.4  Liabilities                                        98









                                     ii

<PAGE>
ARTICLE VIII  OTHER MATTERS RELATING TO THE 
              SERVICER
                                                              PAGE

Section 8.1  Liability of the Servicer                          99
Section 8.2  Merger or Consolidation of, or 
             Assumption of the Obligations 
             of, the Servicer                                   99
Section 8.3  Limitation on Liability of the 
             Servicer and Others                               100
Section 8.4  Indemnification of the Trust and 
             the Trustee                                       101
Section 8.5  The Servicer Not to Resign                        101
Section 8.6  Access to Certain Documentation 
             and Information Regarding the 
             Receivables                                       102
Section 8.7  Delegation of Duties                              102
Section 8.8  Examination of Records                            103


ARTICLE IX  EARLY AMORTIZATION EVENTS

Section 9.1  Early Amortization Events                         104
Section 9.2  Additional Rights Upon the Oc-
             currence of Certain Events                        105


ARTICLE X  SERVICER DEFAULTS

Section 10.1  Servicer Defaults                                109
Section 10.2  Trustee to Act; Appointment of 
              Successor                                        112
Section 10.3  Notification to Certificateholders               115
Section 10.4  Waiver of Past Defaults                          115


ARTICLE XI  THE TRUSTEE

Section 11.1  Duties of Trustee                                117
Section 11.2  Certain Matters Affecting the 
              Trustee                                          119
Section 11.3  Trustee Not Liable for Recitals 
              in Certificates                                  122
Section 11.4  Trustee May Own Certificates                     123
Section 11.5  The Servicer to Pay Trustee's 
              Fees and Expenses                                123
Section 11.6  Eligibility Requirements for 
              Trustee                                          124






                                     iii

<PAGE>
                                                              PAGE

Section 11.7  Resignation or Removal of Trustee                124
Section 11.8  Successor Trustee                                125
Section 11.9  Merger or Consolidation of 
              Trustee                                          126
Section 11.10  Appointment of Co-Trustee or 
               Separate Trustee                                126
Section 11.11  Tax Returns and Compliance                      128
Section 11.12  Trustee May Enforce Claims With-
               out Possession of Certificates.                 129
Section 11.13  Suits for Enforcement                           129
Section 11.14  Rights of Certificateholders to 
               Direct Trustee                                  129
Section 11.15  Representations and Warranties 
               of Trustee                                      130
Section 11.16  Maintenance of Office or Agency                 130


ARTICLE XII  TERMINATION

Section 12.1  Termination of Trust                             132
Section 12.2  Optional Purchase; Final Termi-
              nation Date of Investor Certifi-
              cates of any Series                              133
Section 12.3  Final Payment with Respect to 
              any Series                                       134
Section 12.4  Transferor's Termination Rights                  136


ARTICLE XIII  MISCELLANEOUS PROVISIONS

Section 13.1  Amendment                                        137
Section 13.2  Protection of Right, Title and 
              Interest to Trust                                140
Section 13.3  Limitation on Rights of Certifi-
              cateholders                                      141
Section 13.4  Governing Law                                    142
Section 13.5  Notices                                          142
Section 13.6  Severability of Provisions                       144
Section 13.7  Assignment                                       144
Section 13.8  Certificates Nonassessable and 
              Fully Paid                                       144
Section 13.9  Further Assurances                               144
Section 13.10  No Waiver; Cumulative Remedies                  144
Section 13.11  Counterparts                                    145
Section 13.12  Third-Party Beneficiaries                       145
Section 13.13  Actions by Certificateholders                   145
Section 13.14  Merger and Integration                          145
Section 13.15  Headings                                        146




                                     iv

<PAGE>
                                                              PAGE

Section 13.16  Certificates and Opinions of
               Counsel                                         146
Section 13.17  Nonpetition Covenant                            147


EXHIBITS

Exhibit A:  Form of Exchangeable Transferor Cer-
            tificate
Exhibit B:  Form of Assignment of Receivables in 
            Supplemental Accounts
Exhibit C:  Form of Reassignment of Receivables
Exhibit D:  Form of Series Closing Date Report
Exhibit E:  Form of Monthly Servicer's Certifi-
            cate
Exhibit F:  Form of Annual Servicer's Certificate
Exhibit G:  Form of Opinion of Counsel with Re-
            spect to the Pooling and Servicing 
            Agreement and Supplemental Accounts
Exhibit H:  Form of Annual Opinion of Counsel
Exhibit I:  Account Agreements
Exhibit J:  Form of Depository Agreement (Letter 
            of Representations)


SCHEDULES

Schedule 1  List of Accounts
























                                     v

<PAGE>
MASTER POOLING AND SERVICING AGREEMENT, dated 
as of August 14, 1996, between NORDSTROM NATIONAL CREDIT 
BANK, a national banking association, as Transferor and  
Servicer, and NORWEST BANK COLORADO, NATIONAL ASSOCIA-
TION, a national banking association, as Trustee.

In consideration of the mutual agreements 
herein contained, each party agrees as follows for the 
benefit of the other party and for the benefit of the 
Certificateholders and any Enhancement Provider:


ARTICLE I 

DEFINITIONS

Section 1.1  Definitions.  Whenever used in this 
Agreement, the following words and phrases shall have the 
following meanings:

Account shall mean each Initial Account, each 
Automatic Additional Account and each Supplemental Ac-
count, but shall exclude any Account all the Receivables 
in which are either reassigned or assigned to the Trans-
feror or its designee or the Servicer in accordance with 
the terms of this Agreement.  The term "Account" shall 
include each Transferred Account.  The term "Account" 
shall be deemed to refer to an Automatic Additional 
Account or a Supplemental Account only from and after the 
Addition Date with respect thereto, and the term "Ac-
count" shall be deemed to refer to any Removed Account 
only prior to the Removal Date with respect thereto. 

Account Agreements shall mean the agreements 
substantially in the forms attached as Exhibit I, as such 
agreements may be amended from time to time.

Account Guidelines shall mean the policies 
and procedures of the Transferor relating to the opera-
tion of its consumer revolving credit card business, in-
cluding, without limitation, the policies and procedures 
for determining the creditworthiness of customers, the 
extension of credit to customers and relating to the 
maintenance of consumer revolving credit card accounts 
and the collection of receivables, as such policies and 
procedures may be amended from time to time.








                                     

<PAGE>
Accumulation Period with respect to any 
Series, shall have the meaning specified in the related 
Supplement.

Addition Cut Off Date shall mean with respect 
to any Supplemental Account the last day of the Due 
Period preceding the Addition Date.

Addition Date shall mean (i) with respect to 
Supplemental Accounts, the date on which Supplemental Ac-
counts will be included as Accounts pursuant to Section 
2.6 and (ii) with respect to Automatic Additional Ac-
counts, the date on which such accounts are created.

Additional Account shall mean an Automatic 
Additional Account or a Supplemental Account.

Adjustment Payment shall have the meaning 
specified in Section 3.8(a).

Affiliate of any Person shall mean any other 
Person directly or indirectly controlling, controlled by 
or under common control with such Person.

Aggregate Invested Amount shall mean with 
respect to any date of determination the sum of the 
Invested Amounts with respect to all Series of Investor 
Certificates then outstanding.

Aggregate Invested Percentage shall mean with 
respect to any date of determination the sum of the 
applicable Invested Percentages with respect to all 
Series of Investor Certificates then outstanding.

Aggregate Principal Receivables shall mean, 
for any date of determination, the aggregate amount of 
Principal Receivables at the end of such day.

Agreement shall mean this Master Pooling and 
Servicing Agreement and all amendments hereof and supple-
ments hereto including any Supplement.

Amortization Period shall mean, with respect 
to any Series, the period following the Revolving Period 
which shall be the Accumulation Period, Controlled Amor-
tization Period, Early Amortization Period or Rapid 
Amortization Period (each as defined in any related 
Supplement).






                                     2

<PAGE>
Applicants shall have the meaning specified 
in Section 6.7.

Appointment Day shall have the meaning speci-
fied in Section 9.2(a).

Assignment shall have the meaning specified 
in Section 2.6(c)(ii).

Authorized Newspaper shall mean one or more 
newspapers of general circulation in the Borough of 
Manhattan, The City of New York printed in the English 
language and customarily published on each Business Day, 
whether or not published on Saturdays, Sundays and holi-
days.

Automatic Addition Suspension Date shall mean 
the Business Day specified as such in Section 2.6(d).

Automatic Addition Termination Date  shall 
mean the Business Day specified as such by the Transferor 
pursuant to Section 2.6(d) as of which new VISA and 
MasterCard accounts originated or acquired by the Trans-
feror shall cease to become Automatic Additional Ac-
counts.

Automatic Additional Account shall mean each 
VISA or MasterCard account originated or acquired by the 
Transferor (i) after the Cut Off Date and prior to the 
earlier of the Automatic Addition Termination Date or an 
Automatic Addition Suspension Date and (ii) following an 
Automatic Addition Suspension Date and after a Restart 
Date and prior to a subsequent Automatic Addition Suspen-
sion Date or any Automatic Addition Termination Date.

Bearer Certificates shall mean any certifi-
cates issued in bearer form.

Bearer Rules shall mean the provisions of the 
Internal Revenue Code, in effect from time to time, 
governing the treatment of bearer obligations, including 
sections 163(f), 871, 881, 1441, 1442 and 4701, and any 
regulations thereunder including, to the extent applica-
ble to any Series, proposed or temporary regulations.










                                     3

<PAGE>
Book-Entry Certificates shall mean beneficial 
interests in the Investor Certificates, ownership and 
transfers of which shall be evidenced or made through 
book entries by a Clearing Agency as described in Section 
6.11; provided, that after the occurrence of a condition 
whereupon book-entry registration and transfer are no 
longer permitted and Definitive Certificates are issued 
to the Certificate Owners, such Definitive Certificates 
shall replace Book-Entry Certificates.

Business Day shall mean any day other than a 
Saturday, a Sunday or a day on which banking institutions 
in Denver, Colorado, New York, New York (or, with respect 
to any Series, any additional city specified in the 
related Supplement) are authorized or obligated by law or 
executive order to be closed.

CEDEL shall mean Cedel Bank soci_t_ anonyme 
or any successor thereto.

Certificate shall mean one of any Series of 
the Investor Certificates or the Exchangeable Transferor 
Certificate.

Certificateholder or "Holder" shall mean in 
respect of any Certificate, in the case of a Registered 
Certificate, the Person in whose name the Registered Cer-
tificate is registered in the Certificate Register and, 
in the case of a Bearer Certificate or any Coupon, the 
bearer thereof.

Certificate Interest shall mean interest 
payable with respect to the Investor Certificates of a 
Series, as specified in the related Supplement.

Certificate Owner shall mean, with respect to 
a Book-Entry Certificate, the Person who is the benefi-
cial owner of such Book-Entry Certificate, as reflected 
on the books of the Clearing Agency, or on the books of a 
Person maintaining an account with such Clearing Agency 
(directly or as an indirect participant, in accordance 
with the rules of such Clearing Agency).

Certificate Principal shall mean principal 
payable with respect to the Investor Certificates of a 
Series, as specified in the related Supplement.








                                     4

<PAGE>
Certificate Rate shall mean, with respect to 
any Series of Investor Certificates (or, for any Series 
with more than one class, for each class of such Series), 
the percentage (or formula on the basis of which such 
rate shall be determined) stated in the related Supple-
ment; provided that, unless otherwise provided in the 
applicable Supplement, in each case such rate shall be 
calculated on the basis of a 360-day year consisting of 
twelve 30-day months.

Certificate Register shall mean the register 
maintained pursuant to Section 6.3, providing for the 
registration of the applicable Certificates and transfers 
and exchanges thereof.

Clearing Agency shall mean an organization 
registered as a "clearing agency" pursuant to Section 17A 
of the Securities Exchange Act of 1934, as amended, or 
any successor provision thereto.

Clearing Agency Participant shall mean a 
broker, dealer, bank, other financial institution or 
other Person for whom from time to time a Clearing Agency 
effects book-entry transfers and pledges of securities 
deposited with the Clearing Agency.

Closing Date shall mean, with respect to any 
Series, the date of issuance of the Certificates of such 
Series, as specified in the related Supplement.

Collection Account shall have the meaning 
specified in Section 4.1(a).

Collections shall mean all payments (includ-
ing Recoveries) received by the Servicer with respect to 
the Receivables, in the form of cash, checks, wire trans-
fers, ATM transfers or other form of payment in accor-
dance with the related Account Agreement in effect from 
time to time on any Receivable.  Collections with respect 
to any Due Period shall include (i) the amount (if any) 
deposited by the Transferor into the Collection Account 
pursuant to Section 2.8 and (ii) the amount of Inter-
change (if any) allocable to any Series pursuant to any 
Supplement with respect to such Due Period (to the extent 
received by the Trust).









                                     5

<PAGE>
Common Depositary shall mean the Person ap-
pointed as such as specified in the related Supplement, 
in its capacity as common depositary for the respective 
accounts of a Foreign Clearing Agency.

Controlled Amortization Period with respect 
to any Series, shall have the meaning specified in the 
related Supplement.

Corporate Trust Office shall mean the princi-
pal office of the Trustee at which at any particular time 
its corporate business shall be administered, which 
office at the date of the execution of this Agreement is 
located at 1740 Broadway, Denver, Colorado 80274-8693, 
Attention: Corporate Trust and Escrow Services.

Coupons shall have the meaning specified in 
Section 6.1.

Cut Off Date shall mean, for each Account, 
the close of business on July 31, 1996.

Date of Processing shall mean, with respect 
to any transaction, the second Business Day after such 
transaction is first recorded on the Servicer's computer 
master file of consumer revolving credit card accounts 
(without regard to the effective date of such recorda-
tion).

Default Amount shall mean, for any Due Peri-
od, the amount of the Principal Receivables in all Ac-
counts which became Defaulted Accounts during such Due 
Period at the time such Accounts became Defaulted Ac-
counts, plus any Receivables created in such Due Period 
on Defaulted Accounts, minus Recoveries, if any, received 
in such Due Period.

Defaulted Account shall mean each Account 
with respect to which, in accordance with the Account 
Guidelines pursuant to which such Account is governed or 
the customary and usual servicing procedures of the 
Servicer for servicing consumer revolving credit card re-
ceivables comparable to the Receivables, the Servicer has 
charged off the Receivables in such Account as uncollect-
ible; in any event, an Account shall be deemed a Default-
ed Account no later than when such Account becomes 150 
days delinquent on a contractual basis.  Notwithstanding







                                     6

<PAGE>
any other provision hereof, any Receivables in a Default-
ed Account which are Ineligible Receivables shall be 
treated as Ineligible Receivables rather than Receivables 
in Defaulted Accounts.

Definitive Certificates shall have the mean-
ing specified in Section 6.11.

Definitive Euro-Certificates shall have the 
meaning specified in Section 6.10(a).

Depository Agreement shall mean the agreement 
among the Transferor, the Trustee and the initial Clear-
ing Agency, in the form attached hereto as Exhibit J, or 
as otherwise provided in the related Supplement.

Determination Date shall mean the fifth 
Business Day prior to each Distribution Date.

Dissolution Event shall have the meaning 
specified in Section 9.2(a).

Distribution Date shall mean, unless other-
wise specified in the applicable Supplement, the twenti-
eth day of each calendar month, or, if such twentieth day 
is not a Business Day, the next succeeding Business Day.

Due Period shall mean, unless otherwise 
provided in a Supplement, with respect to a Distribution 
Date for each Account, the period from and including the 
first day of a calendar month and ending at the close of 
business on the last day of such calendar month.

Early Amortization Event shall have, with 
respect to each Series, the meaning specified in Section 
9.1.

Early Amortization Period with respect to any 
Series, shall have the meaning specified in the related 
Supplement.

Eligible Account shall mean each Account 
which, as of the Selection Date (or, with respect to 
Additional Accounts, as of the relevant Addition Date) 
(i) is an Account and was in existence and owned by the 
Transferor at the close of business on the Selection Date 
or the Addition Date, as applicable, (ii) is payable in 







                                     7

<PAGE>
United States dollars, (iii) the credit card or cards 
related to which have not been reported lost or stolen or 
designated fraudulent, (iv) has not been identified by 
the Transferor in its computer files as having  been 
cancelled due to the Obligor's bankruptcy or insolvency, 
(v) the receivables in which have not been written off as 
uncollectible prior to the Selection Date or the Addition 
Date, as applicable, in accordance with the Account 
Guidelines, (vi) the receivables in which have not been 
assigned, pledged or sold (other than pursuant to this 
Agreement or any Receivables Purchase Agreement), (vii) 
the Obligor of which has provided, as its most recent 
billing address, an address in the United States or its 
territories or possessions or Canada and (viii) is not an 
account with respect to which the Transferor or any 
Affiliate of the Transferor is the Obligor.

Eligible Institution shall mean a (i) deposi-
tary institution, which may include the Trustee, orga-
nized under the laws of the United States or any one of 
the States thereof including the District of Columbia, 
the deposits in which are insured by the FDIC and which 
at all times has a short-term unsecured debt rating of at 
least P-1 and A-1+ from Moody's and Standard & Poor's, 
respectively, or (ii) a depository institution, which may 
include the Trustee, which is acceptable to each Rating 
Agency assigning a rating for any class of Investor 
Certificates of any then outstanding Series.

Eligible Investments shall mean, unless 
otherwise specified in the Supplement with respect to any 
Series, (a) negotiable instruments or securities repre-
sented by instruments in bearer or registered or in book-
entry form which evidence (i) obligations fully guaran-
teed by the United States of America; (ii) time deposits 
in, or bankers acceptances issued by, any depositary 
institution or trust company incorporated under the laws 
of the United States of America or any state thereof (or 
any domestic branch or agency of any foreign bank) and 
subject to supervision and examination by Federal or 
state banking or depositary institution authorities; 
provided, however, that at the time of the Trust's in-
vestment or contractual commitment to invest therein, the 
certificates of deposit or short-term deposits, if any, 
or long-term unsecured debt obligations (other than such 
obligation whose rating is based on collateral or on the 
credit of a Person other than such institution or trust







                                     8

<PAGE>
company) of such depositary institution or trust company 
shall have a credit rating from Moody's and Standard & 
Poor's of P-1 and A-1+, respectively, in the case of the 
certificates of deposit or short-term deposits, or a 
rating not lower than one of the two highest investment 
categories granted by Moody's and AAA by Standard & 
Poor's in the case of long-term unsecured debt obliga-
tions; (iii) certificates of deposit having, at the time 
of the Trust's investment or contractual commitment to 
invest therein, a rating from Moody's and Standard & 
Poor's of P-1 and A-1+, respectively; (iv) investments in 
money market funds rated in the highest investment cate-
gory (in case of Standard & Poor's, such rating category 
being AAAm or AAAm-G) or otherwise approved in writing by 
the applicable Rating Agencies, (b) demand deposits in 
the name of the Trust or the Trustee on behalf of the 
Trust in any depositary institution or trust company 
referred to in (a)(ii) above, (c) commercial paper (hav-
ing original or remaining maturities of no more than 270 
days) having, at the time of the Trust's investment or 
contractual commitment to invest therein, a credit rating 
from Moody's and Standard & Poor's of P-1 and A-1+, 
respectively, (d) Eurodollar time deposits having a 
credit rating from Moody's and Standard & Poor's of P-1 
and A-1+, respectively, (e) repurchase agreements involv-
ing any of the Eligible Investments described in clauses 
(a)(i), (a)(iii) and (d) hereof so long as the other 
party to the repurchase agreement has at the time of the 
Trust's investment therein, a rating from Moody's and 
Standard & Poor's of P-1 and A-1+, respectively, and (f) 
any other investment if the applicable Rating Agency con-
firms in writing that such investment will not adversely 
affect its then current rating of the Investor Certifi-
cates.

Eligible Receivable shall mean each Receiv-
able:
  (i)   which has arisen under an 
Eligible Account; 

  (ii)   which was created in com-
pliance with all applicable requirements of law 
and pursuant to an agreement which complies 
with all applicable requirements of law in 
either case the failure to comply with which 
would have a material adverse effect upon Cer-
tificateholders;







                                     9

<PAGE>
  (iii)   with respect to which all 
material consents, licenses, approvals or au-
thorizations of, or registrations with, any 
Governmental Authority required to be obtained 
or given by the Transferor in connection with 
the creation of such Receivable or the execu-
tion, delivery and performance by the Transfer-
or of the related agreement have been duly ob-
tained or given and are in full force and ef-
fect as of such date of creation; 
 
  (iv)   as to which at the time of 
the transfer of such Receivable to the Trust, 
the Trust will have good and marketable title, 
free and clear of all liens, encumbrances, 
charges and security interests (except those 
permitted by subsection 2.5(b)); 
 
  (v)   which has been the subject 
of either a valid transfer and assignment from 
the Transferor to the Trust of all of the 
Transferor's right, title and interest therein 
or the grant of a first priority perfected 
security interest therein (and in the proceeds 
thereof to the extent set forth in Section 9-
306 of the UCC as in effect in the Relevant UCC 
State), effective until the termination of the 
Trust; 
 
  (vi)   which will at all times be 
the legal, valid and binding payment obligation 
of the Obligor thereof enforceable against such 
Obligor in accordance with its terms, except as 
such enforceability may be limited by applica-
ble bankruptcy, insolvency, reorganization, 
moratorium or other similar laws, now or here-
after in effect, affecting the enforcement of 
creditors' rights in general and except as such 
enforceability may be limited by general prin-
ciples of equity (whether considered in a suit 
at law or in equity); 
 
  (vii)   which constitutes either 
an "account" or a "general intangible" under 
and as defined in Article 9 of the UCC as then 
in effect in the Relevant UCC State;








                                     10

<PAGE>
  (viii)   which, at the time of 
its transfer to the Trust, has not been waived 
or modified except as permitted hereunder; 
 
  (ix)   which is not subject to 
any setoff, right of rescission, counterclaim 
or other defense (including the defense of 
usury), other than defenses arising out of 
applicable bankruptcy, insolvency, reorganiza-
tion, moratorium or other similar laws affect-
ing the enforcement of creditors' rights in 
general; 
 
  (x)   as to which the Transferor 
has satisfied all obligations to be fulfilled 
at the time it is transferred to the Trust; and
 
  (xi)   as to which the Transferor 
has done nothing, at the time of its transfer 
to the Trust, to impair the rights of the Trust 
or Certificateholders therein. 

Eligible Servicer shall mean Nordstrom Na-
tional Credit Bank, Nordstrom Credit, Inc., the Trustee 
or any entity which, at the time of its appointment as 
Servicer, (i) is an established financial institution 
having capital or net worth of not less than $50,000,000, 
(ii) is servicing a portfolio of consumer revolving 
credit card accounts, (iii) is legally qualified and has 
the capacity to service the Accounts, (iv) has demon-
strated the ability to professionally service a portfolio 
of similar accounts in accordance with standards of skill 
and care customary in the industry and (v) is qualified 
to use the software that is then currently being used to 
service the Accounts or obtains the right to use or has 
its own software which is adequate to perform its duties 
under this Agreement.

Enhancement shall mean, with respect to any 
Series or class of Certificates within a Series, any 
letter of credit, guaranteed rate agreement, maturity 
guaranty facility, liquidity facility, cash collateral 
account, cash collateral guaranty, surety bond, insurance 
policy, tax protection agreement, interest rate swap, 
interest rate cap, spread account, reserve account or 
other contract, agreement or arrangement (including the 
subordination of a Series or class to another Series or 







                                     11

<PAGE>
class) for the benefit of Certificateholders of such 
Series or class, as specified in the related Supplement.

Enhancement Invested Amount shall have, with 
respect to each Series, the meaning specified in the 
related Supplement.

Enhancement Provider shall mean, with respect 
to any Series, that Person designated as such in the 
related Supplement.

Euro-Certificate Exchange Date shall mean, 
with respect to any Series, the date specified in the 
related Supplement.

Euroclear Operator shall mean Morgan Guaranty 
Trust Company of New York, Brussels office as operator of 
the Euroclear System or any successor thereto.

Excess Funding Account shall have the meaning 
specified in Section 4.1(c).

Excess Principal Collections shall mean, with 
respect to a Distribution Date, the aggregate amount for 
all outstanding Series of Collections of Principal Re-
ceivables which the related Supplements specify are to be 
treated as "Excess Principal Collections" for such Dis-
tribution Date.

Exchange shall mean the procedure described 
under Section 6.9.

Exchangeable Transferor Certificate shall 
mean the certificate executed by the Transferor and 
authenticated by the Trustee, substantially in the form 
of Exhibit A and exchangeable as provided in Section 6.9 
for one or more Series of Investor Certificates and a 
reissued Exchangeable Transferor Certificate; provided, 
that at any time there shall be only one Exchangeable 
Transferor Certificate.

Exchange Date shall have the meaning, with 
respect to any Series issued pursuant to an Exchange, 
specified in Section 6.9.










                                     12

<PAGE>
Exchange Notice shall have the meaning, with 
respect to any Series issued pursuant to an Exchange, 
specified in Section 6.9.

Excluded Receivables Balance shall mean, with 
respect to any date of determination, the amount, if any, 
by which the aggregate amount of Eligible Receivables 
which are Principal Receivables on which the Obligor has 
provided, as its most recent address, an address located 
in Canada exceeds 0.5% of the aggregate outstanding 
balance of all Eligible Receivables which are Principal 
Receivables.

FDIC shall mean the Federal Deposit Insurance 
Corporation, or any successor thereto.

Final Termination Date shall have the meaning 
specified in subsection 12.1(a).

Finance Charge Receivables shall mean Receiv-
ables created in respect of Periodic Finance Charges, 
cash advance fees, annual cardholder fees, credit insur-
ance premiums, late fees, overlimit fees, return check 
fees and all other fees and charges on the Accounts.  Fi-
nance Charge Receivables with respect to any Due Period 
shall include the amount of Interchange (if any) alloca-
ble to any Series pursuant to any Supplement with respect 
to such Due Period (to the extent received by the Trust).

Fixed/Floating Allocation Percentage shall 
have, with respect to each Series, the meaning specified 
in the related Supplement.

Floating Allocation Percentage shall have, 
with respect to each Series, the meaning specified in the 
related Supplement.

Foreign Clearing Agency shall mean with 
respect to any Series, CEDEL or the Euroclear Operator or 
any other established clearing agency for securities 
outside the United States designated in the related 
Supplement.

Funding Period shall have the meaning speci-
fied in Section 4.1(f).









                                     13

<PAGE>
Global Certificate shall have the meaning 
specified in subsection 6.10(a).

Governmental Authority shall mean the United 
States of America, any state or other political subdivi-
sion thereof and any United States entity exercising 
executive, legislative, judicial, regulatory or adminis-
trative functions of or pertaining to government.

Ineligible Receivable shall have the meaning 
specified in subsection 2.4(d)(iii).

Initial Account shall mean each VISA or 
MasterCard account or other revolving consumer credit 
card account of the Transferor or which was acquired by 
the Transferor and chosen from all Eligible Accounts of 
the Transferor, which Account is identified as of the Cut 
Off Date in the computer file or microfiche list deliv-
ered to the Trustee by the Transferor pursuant to Section 
2.1.

Initial Closing Date shall mean August 14, 
1996.

Initial Invested Amount shall mean, with 
respect to any Series, the amount stated in the related 
Supplement.

Interchange shall mean interchange fees 
payable to the Transferor, in its capacity as credit card 
issuer, through VISA USA, Inc. and MasterCard Interna-
tional Incorporated, including any interchange fees pay-
able directly by an Affiliate of the Transferor to the 
Transferor, in its capacity as credit card issuer.

Internal Revenue Code shall mean the Internal 
Revenue Code of 1986, as amended from time to time.

Invested Amount shall mean, with respect to 
each Series, the meaning specified in the related Supple-
ment.

Invested Percentage shall have, with respect 
to each Series, the meaning specified in the related 
Supplement.









                                     14

<PAGE>
Investor Certificate shall mean any one of 
the certificates executed by the Transferor and authenti-
cated by the Trustee substantially in the form attached 
to the applicable Supplement.

Investor Certificateholder shall mean the 
holder of record of an Investor Certificate.

Investor Charge Offs shall have, with respect 
to each Series, the meaning specified in the related 
Supplement.

Investor Default Amount shall mean, with 
respect to each Series for any Due Period, an amount 
equal to the product of (a) the Default Amount and (b) 
the related Floating Allocation Percentage for such Due 
Period.

Investor Monthly Servicing Fee shall have, 
with respect to each Series, the meaning specified in 
Section 3.2.

Lien shall mean any mortgage, deed of trust, 
pledge, hypothecation, assignment, participation, deposit 
arrangement, encumbrance, lien (statutory or other), 
preference, priority right or interest or other security 
agreement or preferential arrangement of any kind or 
nature whatsoever, including, without limitation, any 
conditional sale or other title retention agreement, any 
financing lease having substantially the same economic 
effect as any of the foregoing and the filing of any 
financing statement under the Uniform Commercial Code 
(other than any such financing statement filed for infor-
mational purposes only) or comparable law of any juris-
diction to evidence any of the foregoing; provided, 
however, that any assignment pursuant to Section 7.2 
shall not be deemed to constitute a Lien.

Manager shall mean the managing underwriter 
of any Series. 

Minimum Aggregate Principal Receivables shall 
mean, as of any date of determination, the sum of the 
numerators used at such date to calculate the Invested 
Percentages with respect to Collections of Principal 
Receivables for all Series outstanding on such date, less 
the amount on deposit in the Excess Funding Account.







                                     15

<PAGE>
Minimum Transferor Amount shall mean, as of 
any date of determination, the product of (i) the sum of 
(a) the Aggregate Principal Receivables and (b) the 
amounts on deposit in the Excess Funding Account or any 
principal funding account and (ii) the Minimum Transferor 
Interest Percentage. 

Minimum Transferor Interest Percentage shall 
mean, as of any date of determination, the highest per-
centage specified as the "Minimum Transferor Interest 
Percentage" in any Supplement for any outstanding Series. 

Monthly Servicing Fee shall have the meaning 
specified in Section 3.2.

Moody's shall mean Moody's Investors Service, 
Inc.

1940 Act shall have the meaning specified in 
Section 9.1.

Obligor shall mean, with respect to any 
Account, the Person or Persons obligated to make payments 
with respect to such Account, including any guarantor 
thereof.

Officer's Certificate shall mean a certifi-
cate signed by any Vice President or more senior officer 
of either of the Transferor or the Servicer and delivered 
to the Trustee.

Opinion of Counsel shall mean a written 
opinion of independent counsel, who may be counsel for 
the Transferor, and which shall be acceptable to the 
Trustee.

Paying Agent shall mean any paying agent 
appointed pursuant to Section 6.6 and shall initially be 
the Trustee.

Periodic Finance Charges shall have the 
meaning specified in the Account Agreement applicable to 
each Account for finance charges (due to periodic rate) 
or any similar term.










                                    16

<PAGE>
Person shall mean any legal person, including 
any individual, corporation, partnership, joint venture, 
association, joint-stock company, trust, unincorporated 
organization, Governmental Authority or other entity of 
similar nature.

Pre-Funding Account shall have the meaning 
specified in Section 4.1(f).

Principal Receivables shall mean Receivables 
other than Finance Charge Receivables and Receivables in 
Defaulted Accounts.

Principal Shortfalls shall mean, with respect 
to a Distribution Date, the aggregate amount for all 
outstanding Series which the related Supplements specify 
are "Principal Shortfalls" for such Distribution Date.

Principal Terms shall have the meaning, with 
respect to any Series issued pursuant to an Exchange, 
specified in Section 6.9.

Publication Date shall have the meaning 
specified in Section 9.2(a).

Rapid Amortization Period shall have, with 
respect to any Series, the meaning specified in the 
related Supplement.

Rating Agency shall mean, with respect to any 
Series, each statistical rating agency, if any, selected 
by the Transferor to rate the Investor Certificates of 
such Series and specified in the related Supplement.

Reassignment shall have the meaning specified 
in Section 2.7(b)(i).

Receivable shall mean any amount owing, from 
time to time, by an Obligor under an Account including, 
without limitation, amounts owing for the purchase of 
merchandise and services, Periodic Finance Charges, cash 
advances and cash advance fees, access checks, annual 
cardholder fees, credit insurance premiums, late fees, 
overlimit fees, return check fees and all other fees and 
charges.  In calculating the aggregate amount of Receiv-
ables on any day, the amount of Receivables shall be 
reduced by the aggregate amount of credit balances, and







                                     17

<PAGE>
other adjustments stated in Section 3.8 hereof, in the 
Accounts on such day.  Any Receivables which the Trans-
feror is unable to transfer as provided in subsection 
2.5(d) shall not be included in calculating the aggregate 
amount of Receivables.

Receivables Purchase Agreement shall mean any 
receivables purchase agreement as may be entered into 
from time to time by the Transferor providing for the 
purchase by the Transferor of receivables arising under 
VISA or MasterCard accounts or other revolving consumer 
credit card accounts, which agreement relates to receiv-
ables which have been transferred to the Trust pursuant 
to this Agreement.

Record Date shall mean, unless otherwise 
specified with respect to a Series in the related Supple-
ment, with respect to any Distribution Date, the last 
Business Day of the immediately preceding calendar month.

Recoveries shall mean all amounts received 
with respect to Receivables in Defaulted Accounts, net of 
expenses allocable thereto.

Registered Certificateholder shall mean the 
Holder of a Registered Certificate.

Registered Certificates shall have the mean-
ing specified in Section 6.1.

Relevant UCC State shall mean all jurisdic-
tions where UCC filing is required to perfect and main-
tain the security interest of the Trustee.

Removal Date shall mean the date on which the 
Receivables in certain designated Removed Accounts will 
be reassigned by the Trustee to the Transferor.

Removal Notice Date shall mean the fifth 
Business Day prior to a Removal Date.

Removed Accounts shall have the meaning 
specified in Section 2.7.

Repurchase Terms shall mean, with respect to 
any Series issued pursuant to an Exchange, the terms and








                                     18

<PAGE>
conditions under which the Transferor may repurchase such 
Series of Certificates pursuant to Section 12.2.

Requirements of Law for any Person shall mean 
the certificate of incorporation or articles of associa-
tion and by-laws or other organizational or governing 
documents of such Person, and any law, treaty, rule or 
regulation, or determination of an arbitrator or Govern-
mental Authority, in each case applicable to or binding 
upon such Person or to which such Person is subject, 
whether Federal, state or local (including, but not 
limited to, usury laws, the Federal Truth in Lending Act 
and Regulation Z and Regulation B of the Board of Gover-
nors of the Federal Reserve System).

Responsible Officer shall mean any officer of 
the Trustee assigned by it to administer its corporate 
trust matters.

Restart Date shall mean the date specified as 
such in the notice delivered by the Transferor to the 
Trustee pursuant to Section 2.6(d).

Revolving Period shall mean, with respect to 
each Series, the period from and including the date of 
initial issuance of the Investor Certificates of such 
Series to, but not including, the day on which an Amorti-
zation Period for such Series commences. 

Securities Act shall mean the Securities Act 
of 1933, as amended.

Selection Date shall mean July 31, 1996.

Series shall mean any Series of Investor 
Certificates, each as designated in the related Supple-
ment (including any Enhancement Invested Amount related 
thereto).

Series Factor shall mean a number carried out 
to eight decimals (and rounded to seven decimals) repre-
senting the ratio of the applicable Invested Amount as of 
the end of the last day of the preceding Due Period to 
the applicable Initial Invested Amount.

Servicer shall mean initially Nordstrom 
National Credit Bank and thereafter any Person appointed 







                                     19

<PAGE>
as successor as herein provided to service the Receiv-
ables.

Servicer Default shall have the meaning 
specified in Section 10.1.

Service Transfer shall have the meaning 
specified in Section 10.1.

Servicing Fee Percentage shall mean, with 
respect to any Series, the percentage specified in the 
related Supplement.

Servicing Officer shall mean any officer of 
the Servicer involved in, or responsible for, the admin-
istration and servicing of the Receivables whose name 
appears on a list of servicing officers furnished to the 
Trustee by the Servicer, as such list may from time to 
time be amended.

Standard & Poor's shall mean Standard & 
Poor's Ratings Services, a division of The McGraw-Hill 
Companies, Inc.

Stated Series Termination Date shall mean, 
with respect to any Series, the date stated in the relat-
ed Supplement as the termination date for such Series.

Subsidiary of a Person shall mean any Person 
more than 50% of the outstanding voting interests of 
which shall at any time be owned or controlled, directly 
or indirectly, by such Person or by one or more Subsid-
iaries of such Person or any similar business organiza-
tion which is so owned or controlled.

Successor Servicer shall have the meaning 
specified in Section 10.2(a).

Supplement shall mean, with respect to any 
Series, a supplement to this Agreement complying with the 
terms of Section 6.9, executed in conjunction with any 
issuance of any Series. 

Supplemental Account shall mean each VISA or 
MasterCard account or other revolving consumer credit 
card account of the Transferor or which was acquired by 
the Transferor and chosen from all Eligible Accounts of 







                                     20

<PAGE>
the Transferor, which Account is designated pursuant to 
Section 2.6(a) or 2.6(b) to be included as an Account, 
and is identified as of the related Addition Date in the 
computer file or microfiche list delivered to the Trustee 
by the Transferor pursuant to Section 2.1.
 
Supplemental Account Selection Date shall 
have the meaning specified in Section 2.6.

Tax Opinion shall have the meaning specified 
in subsection 6.9(b).

Termination Notice shall have, with respect 
to any Series, the meaning specified in Section 10.1.

Transfer Agent and Registrar shall have the 
meaning specified in Section 6.3(a) and shall initially 
be the Trustee.

Transferor shall mean Nordstrom National 
Credit Bank, as transferor of the Receivables.

Transferor Amount shall mean, on any date of 
determination, the Aggregate Principal Receivables at the 
end of the day immediately prior to such date of determi-
nation, minus the Aggregate Invested Amount at the end of 
such day, minus any Enhancement Invested Amount at the 
end of such day and plus the principal amount on deposit 
in the Excess Funding Account or any principal funding 
account at the end of such day.

Transferor Interest shall have the meaning 
specified in Section 4.1(a).

Transferor Interest Percentage shall mean, on 
any date of determination, the Transferor Amount divided 
by the Aggregate Principal Receivables.

Transferor Percentage shall mean, on any date 
of determination, when used with respect to Collections 
of Principal Receivables, Finance Charge Receivables and 
Receivables in Defaulted Accounts or otherwise, one 
hundred percent minus the Aggregate Invested Percentages 
calculated on such date with respect to such categories 
of Receivables as calculated by the Servicer.









                                     21

<PAGE>
Transferred Account shall mean a consumer 
revolving credit card account (including an upgraded 
account) with respect to which a new credit card account 
number has been issued by the Servicer in accordance with 
the Servicer's usual customary servicing practices and in 
accordance with the Account Guidelines, and which can be 
traced or identified by reference to or by way of the 
computer files or microfiche lists delivered to the 
Trustee pursuant to Sections 2.1 and 2.6 as an account 
into which an Account has been transferred (including 
such transfers occurring between the Cut Off Date and the 
Initial Closing Date).

Trust shall mean the trust created by this 
Agreement, the corpus of which shall consist of the Trust 
Property.

Trust Property shall have the meaning speci-
fied in Section 2.1(b).

Trustee shall mean the institution executing 
this Agreement as trustee, or its successor in interest, 
or any successor trustee appointed as herein provided.

UCC shall mean the Uniform Commercial Code, 
as amended from time to time, as in effect in any speci-
fied jurisdiction.

Undistributed Principal Collections shall 
have the meaning specified in subsection 4.1(g).

Undivided Interest shall mean the undivided 
interest of any Certificateholder in the Trust.





















                                     22

<PAGE>
Section 1.2  Other Definitional Provisions.
 
(a)   All terms defined in any Supplement or 
this Agreement shall have the defined meanings when used 
in any certificate or other document made or delivered 
pursuant hereto unless otherwise defined therein.  The 
definitions of all terms defined herein shall include the 
singular as well as the plural form of such terms and the 
masculine of such terms as well as the feminine and 
neuter genders of such terms.
 
(b)   As used herein and in any certificate or 
other document made or delivered pursuant hereto or 
thereto, accounting terms not defined in Section 1.1, and 
accounting terms partly defined in Section 1.1 to the 
extent not defined, shall have the respective meanings 
given to them under generally accepted accounting princi-
ples on the date of determination.   To the extent that 
the definitions of accounting terms herein are inconsis-
tent with the meanings of such terms under generally 
accepted accounting principles, the definitions contained 
herein shall control.
 
(c)   The agreements and representations and 
warranties of Nordstrom National Credit Bank in this 
Agreement in its capacity as Servicer, shall be deemed to 
be the agreements, representations and warranties of 
Nordstrom National Credit Bank solely in such capacity 
for so long as it acts in such capacity under this Agree-
ment.
 
(d)   The words "hereof," "herein" and "hereun-
der" and words of similar import when used in this Agree-
ment shall refer to any Supplement or this Agreement as a 
whole and not to any particular provision of such Supple-
ment or this Agreement, as the case may be; Section, 
subsection, Schedule and Exhibit references contained in 
this Agreement or any Supplement are references to Sec-
tions, subsections, Schedules and Exhibits in or to this 
Agreement or any Supplement unless otherwise specified; 
and the word "including" means including without limita-
tion.

(END OF ARTICLE I)










                                     23

<PAGE>
ARTICLE II 

APPOINTMENT OF TRUSTEE;
CONVEYANCE OF RECEIVABLES;
ISSUANCE OF CERTIFICATES

Section 2.1  Appointment of Trustee; Conveyance of Receiv-
ables.  (a)  The Transferor appoints and authorizes 
Norwest Bank Colorado, National Association to act as 
Trustee as provided herein and to exercise such powers 
under this Agreement as are delegated to the Trustee by 
the terms hereof together with all such powers as are 
reasonably incidental thereto.  The Trustee hereby ac-
cepts such appointment and agrees to exercise such powers 
and perform such functions on behalf of the Certificate-
holders from time to time as are specifically delegated 
to the Trustee by the terms hereof.  
 
(b)   The Transferor does hereby transfer, 
assign, set-over, and otherwise convey to the Trust for 
the benefit of the Certificateholders, without recourse, 
all right, title and interest of the Transferor in, to 
and under (i) the Receivables existing at the close of 
business on the Cut Off Date and thereafter created from 
time to time and arising in the Initial Accounts and the 
Receivables existing on each applicable Addition Date and 
thereafter created from time to time and arising in any 
Automatic Additional Account, and in each case, thereaf-
ter created from time to time until the termination of 
the Trust, all monies due or to become due with respect 
to any of the foregoing (including Recoveries) on and 
after the Cut Off Date, and all proceeds (including 
"proceeds" as defined in the UCC) of such Receivables, 
and (ii) any Receivables Purchase Agreement.  Such prop-
erty, together with all monies as are from time to time 
deposited in the Collection Account, the Excess Funding 
Account and any other account or accounts maintained for 
the benefit of the Certificateholders and all monies as 
are from time to time available under any Enhancement for 
any Series for payment to Certificateholders shall con-
stitute the property of the Trust (the "Trust Property"). 
 The foregoing transfer, assignment, set-over and convey-
ance does not constitute and is not intended to result in 
a creation or an assumption by the Trust, the Trustee or 
any Certificateholder of any obligation of the Servicer, 
the Transferor or any other Person in connection with the 
Accounts, the Receivables or under any agreement or 







                                     24

<PAGE>
instrument relating thereto including, without limita-
tion, any obligation to any Obligors, merchant service 
establishments, VISA USA, Inc. or MasterCard Internation-
al Incorporated or any insurers.

In connection with such transfer, the Transfer-
or agrees to record and file, at its own expense, financ-
ing statements (and continuation statements with respect 
to such financing statements when applicable) with re-
spect to the Receivables now existing and hereafter 
created in Accounts and other Trust Property meeting the 
requirements of applicable state law in such manner and 
in such jurisdictions as are necessary to perfect, and 
maintain the perfection of, the transfers and assignments 
of the Receivables by the Transferor to the Trust, and to 
deliver a file-stamped copy of such financing statements 
or other evidence of such filings to the Trustee on or 
prior to the Closing Date, in the case of Receivables 
arising in the Initial Accounts and Automatic Additional 
Accounts, and (if any additional filing is necessary) the 
applicable Addition Date or Restart Date, in the case of 
Receivables arising in Supplemental Accounts or Automatic 
Additional Accounts, respectively.

In connection with such transfer, the Trans-
feror agrees, at its own expense, on or prior to the Ini-
tial Closing Date to indicate clearly and unambiguously 
in its computer files that the Receivables created in 
connection with the Accounts (other than any Additional 
Account) have been transferred to the Trust pursuant to 
this Agreement for the benefit of the Certificateholders. 
 The Transferor further agrees to deliver to the Trustee 
(a) on the Initial Closing Date, a computer file or 
microfiche list containing a true and complete list of 
all such Accounts, identified by account number and by 
Receivable balance as of the Cut Off Date and (b) within 
twenty Business Days of any request by the Trustee, a new 
computer file or microfiche list containing a true and 
complete list of all Accounts identified as described in 
the preceding clause (a) as of the last day of the most 
recent Due Period.  Such file or list shall be marked as 
Schedule 1 to this Agreement, delivered to the Trustee as 
confidential and proprietary, and is hereby incorporated 
into and made a part of this Agreement.  The Transferor 
agrees, at its own expense, by the end of the Due Period 
in which any Transferred Accounts have been originated to 
indicate clearly and unambiguously in its computer files 







                                     25

<PAGE>
that the Receivables created in connection with the 
Transferred Accounts have been transferred to the Trust 
pursuant to this Agreement for the benefit of the Certif-
icateholders. 

The Transferor further agrees, at its own 
expense, (a) on (x) the Automatic Addition Termination 
Date or any Automatic Addition Suspension Date, in the 
case of the Initial Accounts and any Additional Accounts 
designated pursuant hereto prior to such date, (y) the 
applicable Addition Date, in the case of Supplemental Ac-
counts, and (z) the applicable Removal Date, in the case 
of Removed Accounts, to indicate in the appropriate 
computer files that Receivables created in connection 
with the Accounts owned by the Transferor (other than Re-
moved Accounts) have been conveyed to the Trust pursuant 
to this Agreement for the benefit of the Certificate-
holders (or conveyed to the Transferor or its designee in 
accordance with Section 2.7, in the case of Removed 
Accounts) by including in such computer files the code 
identifying each such Account (or, in the case of Removed 
Accounts, either including such a code identifying the 
Removed Accounts only if the removal occurs prior to the 
Automatic Addition Termination Date or any Automatic 
Addition Suspension Date, or subsequent to a Restart 
Date, or deleting such code thereafter) and (b) on the 
date referred to in clauses (x), (y) or (z) above, as 
applicable, to deliver to the Trustee a computer file, 
microfiche list or printed list containing a true and 
complete list of all such Accounts, specifying for each 
such Account, as of the Automatic Addition Termination 
Date or any Automatic Addition Suspension Date, in the 
case of clause (x) above, the applicable Addition Cut Off 
Date, in the case of Supplemental Accounts, and the 
Removal Date, in the case of Removed Accounts, its ac-
count number, the aggregate amount outstanding in such 
Account and the aggregate amount of Principal Receivables 
outstanding in such Account.  Such file or list shall be 
supplemented from time to time to reflect Supplemental 
Accounts and Removed Accounts.  Once the code referenced 
in this paragraph has been included with respect to any 
Account, the Transferor further agrees not to alter such 
code during the remaining term of this Agreement unless 
and until (a) such Account becomes a Removed Account, (b) 
a Restart Date has occurred on which the Transferor 
starts including Automatic Additional Accounts as Ac-
counts or (c) the Transferor shall have delivered to the 







                                     26

<PAGE>
Trustee at least 30 days prior written notice of its 
intention to do so and has taken such action as is neces-
sary or advisable to cause the interest of the Trustee in 
the Receivables and other Trust Property to continue to 
be perfected with the priority required by this Agree-
ment.

The Transferor hereby grants to the Trustee a 
first priority perfected security interest in all of the 
Transferor's right, title and interest in and to the 
Receivables and all other Trust Property, now existing 
and hereafter created, all monies due or to become due 
with respect thereto on and after the Cut Off Date (in-
cluding Recoveries), all proceeds of such Receivables, 
such funds as are from time to time deposited in the 
Collection Account, the Excess Funding Account and any 
other account or accounts maintained for the benefit of 
Certificateholders, and the benefits of any Enhancement 
for any Series for payment to Certificateholders in order 
to secure the payment of the unpaid principal amount of 
the Investor Certificates issued hereunder or to be 
issued pursuant to this Agreement and the interest ac-
crued at the related Certificate Rate, and agrees that 
this Agreement shall constitute a security agreement 
under applicable law.

Section 2.2  Acceptance by Trustee.
 
(a)   The Trustee hereby acknowledges its accep-
tance, to the extent validly transferred, assigned, set 
over or otherwise conveyed to the Trust as provided in 
subsection 2.1(b) hereof, on behalf of the Trust, of all 
right, title and interest previously held by the Trans-
feror in and to the Receivables, now existing and hereaf-
ter created, all monies due or to become due with respect 
thereto on and after the Cut Off Date (including Recover-
ies), all proceeds of such Receivables, such funds as are 
from time to time deposited in the Collection Account, 
the Excess Funding Account and any other account or ac-
counts maintained for the benefit of Certificateholders, 
and benefits of any Enhancement for any Series, and 
declares that it shall hold such right, title and inter-
est, upon the trust herein set forth, and subject to the 
terms hereof for the benefit of all Certificateholders.  
The Trustee further acknowledges that, prior to or simul-
taneously with the execution and delivery of this Agree-
ment, the Transferor delivered to the Trustee, the com-







                                     27

<PAGE>
puter file or microfiche list represented by the Trans-
feror to be the computer file or microfiche list de-
scribed in the third paragraph of Section 2.1(b).
 
(b)   The Trustee hereby agrees not to disclose 
to any Person (including any Certificateholder or Certif-
icate Owner) any of the account numbers or other informa-
tion contained in the computer files or microfiche lists 
delivered to the Trustee by the Transferor pursuant to 
Sections 2.1 and 2.6, except as is required in connection 
with the performance of its duties hereunder or in en-
forcing the rights of the Certificateholders or to a 
Successor Servicer appointed pursuant to Section 10.2 or 
a successor Trustee appointed pursuant to Section 11.8.  
The Trustee agrees to take such measures as shall be 
necessary or reasonably requested by the Transferor to 
protect and maintain the security and confidentiality of 
such information, and, in connection therewith, shall 
allow the Transferor or the Servicer on behalf of the 
Transferor to inspect the Trustee's security and confi-
dentiality arrangements from time to time during normal 
business hours.  The Trustee shall provide the Transferor 
with written notice five Business Days prior to any 
disclosure pursuant to this subsection 2.2(b).
 
(c)   The Trustee shall have no power to create, 
assume or incur indebtedness or other liabilities in the 
name of the Trust other than as contemplated in this 
Agreement.
 
Section 2.3  Representations and Warranties.  The 
Transferor hereby represents and warrants to the Trustee, 
on behalf of the Trust, with respect to any Series of 
Certificates, as of the date of any Supplement and the 
related Closing Date, unless otherwise stated in such 
Supplement that:
 
(i)   Organization and Good 
Standing.  The Transferor is a national banking 
association duly organized and validly existing 
in good standing under the laws of the United 
States of America, and has full power, authori-
ty and legal right to own its properties and 
conduct its business as such properties are 
presently owned and such business is presently 
conducted, to execute, deliver and perform its 
obligations under this Agreement and any Sup-







                                     28

<PAGE>
plement and to execute and deliver to the 
Trustee the Certificates pursuant hereto.
 
(ii)   Due Qualification.  The 
Transferor is duly qualified to do business and 
is in good standing (or is exempt from such 
requirement) in any state where such qualifica-
tion is required in order to conduct business, 
and has obtained all necessary licenses and 
approvals with respect to the Transferor re-
quired under Federal and Colorado law; provid-
ed, however, that no representation or warranty 
is made with respect to any qualifications, li-
censes or approvals which the Trustee would 
have to obtain to do business in any state in 
which the Trustee seeks to enforce any Receiv-
able.
 
(iii)   Due Authorization.  The 
execution and delivery of this Agreement and 
any Supplement and the execution and delivery 
to the Trustee of the Certificates and the 
consummation of the transactions provided for 
in this Agreement and any Supplement have been 
duly authorized by the Transferor by all neces-
sary action on the part of the Transferor.
 
(iv)   No Violation.  The execu-
tion and delivery of this Agreement, any Sup-
plement and the Certificates, the performance 
of the transactions contemplated by this Agree-
ment and any Supplement and the fulfillment of 
the terms hereof will not conflict with, vio-
late or result in any breach of any of the 
material terms and provisions of, or constitute 
(with or without notice or lapse of time or 
both) a material default under, any Requirement 
of Law applicable to the Transferor or any 
material indenture, contract, agreement, mort-
gage, deed of trust or other instrument to 
which the Transferor is a party or by which it 
or any of its properties are bound.
 
(v)   No Proceedings.  There are 
no proceedings or investigations pending or, to 
the best knowledge of the Transferor, threat-
ened against the Transferor, before any court, 







                                     29

<PAGE>
regulatory body, administrative agency, arbi-
trator or other tribunal or governmental in-
strumentality (i) asserting the invalidity of 
this Agreement, any Supplement or the Certifi-
cates, (ii) seeking to prevent the issuance of 
the Certificates or the consummation of any of 
the transactions contemplated by this Agree-
ment, any Supplement or the Certificates, (iii) 
seeking any determination or ruling that, in 
the reasonable judgment of the Transferor, 
would materially and adversely affect the per-
formance by the Transferor of its obligations 
under this Agreement or any Supplement, (iv) 
seeking any determination or ruling that would 
materially and adversely affect the validity or 
enforceability of this Agreement, any Supple-
ment or the Certificates or (v) seeking to 
affect adversely the Federal income tax attrib-
utes of the Trust.
 
(vi)   Eligibility of Accounts.  
As of the applicable Selection Date or Addi-
tion Date, each Account was an Eligible Ac-
count.
 
(vii)   All Consents Required.  
All approvals, authorizations, consents, orders 
or other actions of any Person or of any Gov-
ernmental Authority required to be obtained on 
or prior to the date as of which this represen-
tation is being made in connection with the 
execution and delivery of this Agreement, any 
Supplement and the Certificates, the perfor-
mance of the transactions contemplated by this 
Agreement and the fulfillment of the terms 
hereof, have been obtained.
 
(viii)   Amount of Receivables; 
Computer File.  As of the Cut Off Date, the 
amount of Receivables was $208,462,983.38.  The 
computer file or microfiche list delivered 
pursuant to Section 2.1 hereof is complete and 
accurately reflects the information regarding 
the Receivables under the Accounts in all mate-
rial respects as of the applicable time re-
ferred to in Section 2.1.








                                     30

<PAGE>
The representations and warranties set forth in 
this Section 2.3 shall survive the transfer and assign-
ment of the Receivables to the Trust, and termination of 
the rights and obligations of the Servicer pursuant to 
Section 10.1.  Upon discovery by either of the Trans-
feror, the Servicer or the Trustee of a breach of any of 
the foregoing representations and warranties, the party 
discovering such breach shall give prompt written notice 
to the others.

Section 2.4  Representations and Warranties of the Trans-
feror Relating to the Agreement and any Supplement and 
the Receivables.
 
(a)   Binding Obligation; Valid Transfer and 
Assignment.  The Transferor hereby represents and war-
rants to the Trustee, on behalf of the Trust, with re-
spect to any Series of Certificates, as of the date of 
any Supplement and the related Closing Date, unless 
otherwise stated in such Supplement that:
 
  (i)   Each of this Agreement and 
any Supplement constitutes a legal, valid and 
binding obligation of the Transferor, enforce-
able against the Transferor, in accordance with 
its terms, subject to applicable bankruptcy, 
insolvency, reorganization, moratorium or other 
similar laws now or hereafter in effect affect-
ing the enforcement of creditors' rights in 
general and the rights of creditors of national 
banking associations and except as such en-
forceability may be limited by general princi-
ples of equity (whether considered in a suit at 
law or in equity).
 
  (ii)   This Agreement constitutes 
either (A) a valid transfer and assignment to 
the Trust of all right, title and interest of 
the Transferor in and to the Receivables now 
existing and hereafter created, all monies due 
or to become due with respect thereto on and 
after the Cut Off Date, Recoveries, and all 
proceeds (as defined in the UCC as in effect in 
the Relevant UCC State) of such Receivables, 
such funds as are from time to time deposited 
in the Collection Account, the Excess Funding 
Account and any other account or accounts main-







                                     31

<PAGE>
tained for the benefit of Certificateholders 
and the benefits of any Enhancement, and such 
Receivables and all proceeds thereof will be 
held by the Trust free and clear of any Lien of 
any Person except for (x) Liens permitted under 
subsection 2.5(b), (y) the interest of the 
Transferor as holder of the Exchangeable Trans-
feror Certificate and (z) any right of the 
holder of the Exchangeable Transferor Certifi-
cate to receive interest accruing on, and in-
vestment earnings with respect to, the Collec-
tion Account, the Excess Funding Account or any 
other account or accounts maintained for the 
benefit of Certificateholders as provided in 
this Agreement and any Supplement or (B) a 
grant of a security interest (as defined in the 
UCC as in effect in the Relevant UCC State) in 
such property to the Trustee on behalf of the 
Trust, which is enforceable with respect to 
existing Receivables (other than Receivables in 
Additional Accounts) and the proceeds thereof 
(to the extent set forth in Section 9-306 of 
the UCC in effect in the Relevant UCC State) 
upon execution and delivery of this Agreement, 
and which will be enforceable with respect to 
such Receivables thereafter created and the 
proceeds thereof to such extent, upon such cre-
ation.  If this Agreement constitutes the grant 
of a security interest to the Trust in such 
property, upon the filing of the applicable 
financing statements and in the case of the 
Receivables hereafter created and proceeds 
thereof upon such creation, the Trust shall 
have a first priority perfected security inter-
est in such property and the proceeds thereof 
(to the extent set forth in Section 9-306 of 
the UCC in effect in the Relevant UCC State), 
except for Liens permitted under subsection 
2.5(b) hereunder.  Neither the Transferor nor 
any Person claiming through or under the Trans-
feror shall have any claim to or interest in 
the Collection Account, the Excess Funding 
Account or any other account or accounts main-
tained for the benefit of Certificateholders, 
except for any right of the Transferor to re-
ceive interest accruing on, and investment 
earnings with respect to, any such account as 







                                     32

<PAGE>
provided in this Agreement and any Supplement 
and, if this Agreement constitutes the grant of 
a security interest in such property, except 
for the interest of the Transferor in such 
property as a debtor for purposes of the UCC as 
in effect in the Relevant UCC State.
 
(b)   Eligibility of Receivables.  The Transfer-
or hereby represents and warrants to the Trustee, on 
behalf of the Trust as of the Cut Off Date with respect 
to each Initial Account, on the date of its creation with 
respect to each Automatic Additional Account and on each 
Addition Cut Off Date with respect to each related Sup-
plemental Account that (i) each Receivable then existing 
is an Eligible Receivable, (ii) all material information 
with respect to the Accounts and Receivables provided to 
the Trustee by the Transferor was true and correct in all 
material respects as of the Selection Date or the related 
Addition Date, (iii) each Receivable then existing has 
been conveyed to the Trust free and clear of any Lien of 
any Person (other than Liens permitted under subsection 
2.5(b)) and in compliance, in all material respects, with 
all Requirements of Law applicable to the Transferor, 
(iv) with respect to each Receivable then existing, all 
consents, licenses, approvals or authorizations of or 
registrations or declarations with any Governmental 
Authority required to be obtained, effected or given by 
the Transferor, in connection with the conveyance of such 
Receivable to the Trust have been duly obtained, effected 
or given and are in full force and effect, (v) as of the 
Initial Closing Date, as of the Automatic Addition Termi-
nation Date or any Automatic Addition Suspension Date 
with respect to the Initial Accounts and any Additional 
Accounts designated pursuant hereto prior to such date, 
as of the applicable Addition Date with respect to Sup-
plemental Accounts and as of the applicable Removal Date 
with respect to Removed Accounts, Schedule 1 to this 
Agreement is and will be an accurate and complete listing 
of all the Accounts in all material respects as of each 
such date, and the information contained therein with re-
spect to the identity of such Accounts and the Receiv-
ables existing thereunder is and will be true and correct 
in all material respects as of each such date and (vi) no 
selection procedure believed by the Transferor to be 
adverse to the interests of the Investor Certificate-
holders has been used in selecting the Accounts.  On each 
day on which any new Receivable is created, the Transfer-







                                     33

<PAGE>
or shall be deemed to represent and warrant to the Trust 
that (A) each Receivable created on such day is an Eligi-
ble Receivable, (B) each Receivable created on such day 
has been conveyed to the Trust free and clear of any Lien 
of any Person claiming through or under the Transferor or 
any of its Affiliates (other than Liens permitted under 
subsection 2.5(b)) and in compliance, in all material re-
spects, with all Requirements of Law applicable to the 
Transferor, (C) with respect to each such Receivable, all 
consents, licenses, approvals or authorizations of or 
registrations or declarations with, any Governmental 
Authority required to be obtained, effected or given by 
the Transferor, in connection with the conveyance of such 
Receivable to the Trust have been duly obtained, effected 
or given and are in full force and effect and (D) the 
representations and warranties set forth in subsection 
2.4(a) are true and correct with respect to each Receiv-
able created on such day as if made on such day.
 
(c)   Notice of Breach.  The representations and 
warranties set forth in this Section 2.4 shall survive 
the transfer and assignment of the Receivables to the 
Trust and the termination of the rights and obligations 
of the Servicer pursuant to Section 10.1.  Upon discovery 
by the Transferor, the Servicer or the Trustee of a 
breach of any of the representations and warranties set 
forth in this Section 2.4, the party discovering such 
breach shall give prompt written notice to the others.
 
(d)   Transfer of Ineligible Receivables.
 
  (i)   Automatic Removal.  In the 
event of a breach with respect to a Receivable 
of any of the representations and warranties 
set forth in subsection 2.4(b)(iii) or in the 
event that a Receivable is not an Eligible 
Receivable as a result of the failure to satis-
fy the conditions set forth in clause (iv) of 
the definition of an Eligible Receivable, and 
either of the following two conditions is met:

    (A)  the Lien upon the subject 
Receivable (1) ranks prior to the 
Lien created pursuant to this Agree-
ment, (2) arises in favor of the 
United States of America or any state 
or any agency or instrumentality 







                                     34

<PAGE>
thereof or involves taxes or liens 
arising under Title IV of the Employ-
ee Retirement Income Security Act of 
1974, or (3) has been consented to by 
the Transferor; or

    (B)  the Lien on the subject 
Receivable is not of the types de-
scribed in clause (A) above, but, as 
a result of such breach or event, 
such Receivable becomes a Receivable 
in a Defaulted Account or the Trust's 
rights in, to or under such Receiv-
able or its proceeds are materially 
impaired or the proceeds of such 
Receivable are not available for any 
reason to the Trust free and clear of 
any Lien except Liens permitted pur-
suant to subsection 2.5(b); 

then, upon the earlier to occur of the discovery of 
such breach or event by the Transferor or the 
Servicer or receipt by the Transferor or the 
Servicer of written notice of such breach or event 
given by the Trustee, each such Receivable or, at 
the option of the Transferor, all such Receivables 
with respect to the related Account, shall be auto-
matically removed from the Trust on the terms and 
conditions set forth below in subsection 
2.4(d)(iii).

  (ii)   Removal after Cure Period. 
 In the event of a breach of any of the repre-
sentations and warranties set forth in subsec-
tion 2.4(b)(i), (ii), (iv), (v) or (vi) with 
respect to a Receivable (other than in the 
event that a Receivable is not an Eligible 
Receivable as a result of the failure to satis-
fy the conditions set forth in clause (iv) of 
the definition of Eligible Receivable), and as 
a result of such breach or event such Receiv-
able becomes a Receivable which is not an Eli-
gible Receivable, the Account related to such 
Receivable becomes a Defaulted Account or the 
Trust's rights in, to or under such Receivable 
or its proceeds are materially impaired or the 
proceeds of such Receivable are not available 







                                     35

<PAGE>
for any reason to the Trust free and clear of 
any Lien except Liens permitted pursuant to 
subsection 2.5(b), then, upon the expiration of 
60 days or any longer period agreed upon by the 
Trustee (not to exceed an additional 60 days) 
from the earlier to occur of the discovery of 
any such event by the Transferor or the 
Servicer, or receipt by the Transferor or the 
Servicer of written notice of any such event 
given by the Trustee, each such Receivable or, 
at the option of the Transferor, all such Re-
ceivables with respect to the related Account, 
shall be removed from the Trust on the terms 
and conditions set forth in subsection 
2.4(d)(iii); provided, however, that no such 
removal shall be required to be made if, on any 
day within such applicable period, (A) such 
representations and warranties with respect to 
such Receivable shall then be true and correct 
in all material respects as if such Receivable 
had been created on such day, and (B) such 
Receivable is an Eligible Receivable, the re-
lated Account is no longer a Defaulted Account 
as the result of the breach of such representa-
tion and warranty, and the Trust's rights in, 
to or under such Receivable or its proceeds are 
no longer impaired as the result of the breach 
of such representation and warranty, and the 
proceeds of such Receivable have become avail-
able to the Trust free and clear of all Liens 
resulting in the breach of such representation 
or warranty, as applicable.
 
   (iii)   Removal Terms and Condi-
tions.  When required or permitted with respect 
to a Receivable by the provisions of subsection 
2.4(d)(i) or subsection 2.4(d)(ii) above (an 
"Ineligible Receivable"), the Transferor shall 
accept reassignment of such Ineligible Receiv-
able by directing the Servicer to deduct the 
principal balance of such Ineligible Receivable 
from the Aggregate Principal Receivables and to 
decrease the Transferor Amount by such amount. 
 On and after the date of such removal, each 
Ineligible Receivable shall be deducted from 
the Aggregate Principal Receivables used in the 
calculation of any Invested Percentage, the 







                                     36

<PAGE>
Transferor Percentage, the Transferor Amount or 
the Excluded Receivables Balance.  In the event 
that the exclusion of an Ineligible Receivable 
from the calculation of the Transferor Amount 
and the Excluded Receivables Balance would 
cause the Transferor Amount minus the Excluded 
Receivables Balance to be reduced below zero or 
would otherwise not be permitted by law, the 
Transferor shall immediately, but in no event 
later than 10 Business Days after such event, 
make a deposit in the Excess Funding Account in 
immediately available funds prior to the next 
succeeding Distribution Date in an amount equal 
to the amount by which the Transferor Amount 
minus the Excluded Receivables Balance would be 
reduced below zero.  Any such deposit into the 
Excess Funding Account in connection with the 
reassignment of an Ineligible Receivable shall 
be considered a payment in full of the Ineligi-
ble Receivable.  Upon the reassignment to the 
Transferor of an Ineligible Receivable, the 
Trust shall, without further action, be deemed 
to transfer, assign, set-over and otherwise 
convey to the Transferor, without recourse, 
representation or warranty, all the right, 
title and interest of the Trust in and to such 
Ineligible Receivable, all monies due or to 
become due with respect thereto and all pro-
ceeds thereof.  The Trustee shall execute such 
documents and instruments of transfer or as-
signment and take such other actions as shall 
reasonably be requested by the Transferor to 
effect the conveyance of such Ineligible Re-
ceivable pursuant to this subsection.  In the 
event that on any day within 60 days, or any 
longer period agreed upon by the Trustee (not 
to exceed an additional 60 days), of the date 
on which the removal of Receivables which are 
not Eligible Receivables from the Trust pursu-
ant to this Section is effected, (A) the appli-
cable representations and warranties with re-
spect to such Receivable shall be true and 
correct in all material respects on such date 
and (B) the Receivable is an Eligible Receiv-
able, the Account corresponding to the Receiv-
able is no longer a Defaulted Account and the 
Trust's rights in, to or under such Receivable 







                                    37

<PAGE>
or its proceeds are no longer impaired as a 
result of the breach of such representation or 
warranty and the proceeds of such Receivable 
are available to the Trust free and clear of 
all Liens resulting in the breach of such rep-
resentation and warranty, the Transferor may, 
but shall not be required to, direct the 
Servicer to include such Receivable in the 
Trust.  Upon reinclusion of a Receivable in the 
Trust pursuant to this subsection, the Trans-
feror shall have been deemed to have made the 
applicable representations and warranties in 
subsection 2.4(b) as of the date of such addi-
tion, as if the Receivable had been created on 
such date, and shall execute all such necessary 
documents and instruments of transfer or as-
signment and take such other actions as shall 
be necessary to effect and perfect the recon-
veyance of such Receivable to the Trust.  The 
obligation of the Transferor set forth in this 
subsection shall constitute the sole remedy 
respecting any breach of the representations 
and warranties set forth in the above-refer-
enced subsections with respect to such Receiv-
able available to Certificateholders or the 
Trustee on behalf of Certificateholders.

  Notwithstanding any other provi-
sion of this subsection 2.4(d), a reassignment 
of an Ineligible Receivable shall not occur if 
the Transferor fails to make a deposit required 
by this subsection 2.4(d) with respect to such 
Ineligible Receivable.

  (iv)   No Impairment.  For the 
purposes of subsections 2.4(d)(i) and 
2.4(d)(ii) above, proceeds of a Receivable 
shall not be deemed to be impaired hereunder 
solely because such proceeds are held by the 
Servicer for more than the applicable period 
under Section 9-306(3) of the UCC as in effect 
in the Relevant UCC State. 
 
(e)   Reassignment of Trust Portfolio.  In the 
event of (1) a breach of any of the representations or  
warranties set forth in subsection 2.3(i), 2.3(iii) or 
2.4(a) or (2) a material amount of Receivables are not 







                                     38

<PAGE>
Eligible Receivables, and in either case such event has a 
materially adverse effect on Investor Certificateholders 
(without regard to the amount of any Enhancement), either 
the Trustee or the Holders of Investor Certificates 
evidencing Undivided Interests aggregating more than 50% 
of the Aggregate Invested Amount, by notice then given in 
writing to the Transferor (and to the Trustee and the 
Servicer, if given by the Investor Certificateholders), 
may direct the Transferor to accept reassignment of all 
Receivables within 60 days of such notice, or within such 
longer period as may be specified in such notice (not to 
exceed an additional 60 days) and the Transferor shall be 
obligated to accept such reassignment on a Distribution 
Date specified by the Transferor occurring within such 
applicable period on the terms and conditions set forth 
below; provided, however, that no such reassignment shall 
be required to be made, and the Transferor shall not be 
obligated to accept such reassignment, if, at any time 
during such applicable period, the representations and 
warranties contained in subsection 2.3(i), 2.3(iii) and 
2.4(a) shall then be true and correct in all material 
respects, or there shall no longer be a material amount 
of Receivables which are not Eligible Receivables, as the 
case may be.  The Transferor shall deposit on the Busi-
ness Day prior to the Distribution Date (in immediately 
available funds) an amount equal to the reassignment 
deposit amount for such Receivables in the Collection 
Account for distribution pursuant to the provisions of 
Section 12.3.  The deposit amount for such reassignment 
shall be equal to the Aggregate Invested Amount on the 
Record Date related to the applicable Distribution Date 
on which such deposit is made (less the aggregate princi-
pal amount on deposit in any principal funding account), 
plus (i) an amount equal to all accrued but unpaid inter-
est on the Certificates of all Series at the applicable 
Certificate Rates through the end of the respective 
interest accrual period(s) of such Series and (ii) any 
unpaid amounts payable to any Enhancement Provider under 
the applicable Enhancement agreement.  Payment of the 
reassignment deposit amount and all other amounts in the 
Collection Account in respect of the preceding Due Period 
shall be considered a prepayment in full of all such 
Receivables.  On the Distribution Date with respect to 
which such amount has been deposited in full into the 
Collection Account, the Receivables and all monies due or 
to become due with respect thereto and all proceeds 
relating thereto shall be released to the Transferor and 







                                     39

<PAGE>
the Trustee shall execute and deliver such instruments of 
transfer or assignment, in each case without recourse, 
representation or warranty, as shall be reasonably re-
quested by the Transferor to vest in the Transferor or 
its designee or assignee, all right, title and interest 
of the Trust in and to the Receivables, all monies due or 
to become due with respect thereto and all proceeds 
thereof.  If the Trustee or the Investor Certificatehold-
ers give a notice directing the Transferor to accept 
reassignment as provided herein and the Transferor is 
obligated to accept such reassignment as provided herein, 
then such obligation of the Transferor shall constitute 
the sole remedy respecting a breach of the representa-
tions and warranties contained in subsection 2.3(i), 
2.3(iii) or 2.4(a) or there being a material amount of 
Receivables which are not Eligible Receivables available 
to the Investor Certificateholders or the Trustee on 
behalf of the Investor Certificateholders.
 
(f)   Nothing contained in this Section 2.4 
shall create an obligation on the part of the Trustee to 
verify the accuracy or continued accuracy of the repre-
sentations or warranties contained in this Section 2.4.  
The Trustee shall have no obligation to give any notice 
pursuant to this Section 2.4 unless it has actual knowl-
edge of facts which would permit the giving of such 
notice.
 
Section 2.5  Covenants of the Transferor.  The Transferor 
hereby covenants that:
 
(a)   Receivables Not to be Evidenced by Promis-
sory Notes or Chattel Paper.  The Transferor will take no 
action to cause any Receivable to be evidenced by any 
instrument (as defined in the UCC as in effect in the 
Relevant UCC State).  Each Receivable shall be payable 
pursuant to a contract which does not create a Lien on 
any goods purchased thereunder.
 
(b)   Security Interests.  Except for the con-
veyances hereunder, the Transferor will not sell, pledge, 
assign or transfer to any other Person, or grant, create, 
incur, assume or suffer to exist any Lien on any Receiv-
able, whether now existing or hereafter created, or any 
interest therein; the Transferor will notify the Trustee 
of the existence of any Lien on any Receivable trans-
ferred by the Transferor immediately upon discovery 







                                       40

<PAGE>
thereof; and the Transferor will defend the right, title 
and interest of the Trust in, to and under the Receiv-
ables, whether now existing or hereafter created, against 
all claims of third parties claiming through or under the 
Transferor; provided, however, that nothing in this 
subsection 2.5(b) shall prevent or be deemed to prohibit 
the Transferor from suffering to exist upon any of the 
Receivables any Liens for municipal or other local taxes 
and other governmental charges if such taxes or govern-
mental charges shall not at the time be due and payable 
or if the Transferor shall currently be contesting the 
validity thereof in good faith by appropriate proceedings 
and shall have set aside on its books adequate reserves 
with respect thereto; provided, further, that nothing in 
this subsection shall prohibit the Transferor from con-
veying an interest in the Exchangeable Transferor Cer-
tificate in accordance with subsection 6.3(b) hereof.
 
(c)   Account Agreements and Guidelines.  The 
Transferor shall comply with and perform its obligations 
under the applicable Account Agreements relating to the 
Accounts and the Account Guidelines except insofar as any 
failure so to comply or perform would not materially and 
adversely affect the rights of the Trust or the Investor 
Certificateholders hereunder (without regard to the 
amount of any Enhancement) or under the Certificates.  
Subject to compliance with all Requirements of Law the 
failure to comply with which would have a material ad-
verse effect on the Investor Certificateholders (without 
regard to the amount of any Enhancement), the Transferor 
may change the terms and provisions of the Account Agree-
ments or the Account Guidelines in any respect (includ-
ing, without limitation, the reduction of the minimum 
monthly payment, the calculation of the amount, or the 
timing, of charge-offs and the amount of Periodic Finance 
Charges or other fees and charges) as follows:  (a) if 
the Transferor owns a comparable segment of accounts, 
then such change shall be made applicable to such compa-
rable segment of the accounts owned and serviced by the 
Transferor that have characteristics the same as, or sub-
stantially similar to, the Accounts that are the subject 
of such change, and (b) if the Transferor does not own 
such a comparable segment, then the Transferor will not 
make any such change with the intent to materially bene-
fit the Transferor over the Investor Certificateholders.









                                     41

<PAGE>
(d)   Account Allocations.  In the event that 
the Transferor is unable for any reason to transfer 
Receivables to the Trust in accordance with the provi-
sions of this Agreement (including, without limitation, 
by reason of the application of the provisions of Section 
9.2 or an order by any Federal governmental agency having 
regulatory authority over the Transferor or an order of 
any court of competent jurisdiction that the Transferor 
not transfer any additional Receivables to the Trust) 
then, in any such event, (A) the Transferor agrees (ex-
cept as prohibited by any such order) to allocate and pay 
to the Trust, after the date of such inability, all 
Collections (including Collections with respect to Fi-
nance Charge Receivables) with respect to Principal Re-
ceivables transferred to the Trust prior to the occur-
rence of such event, and all amounts which would have 
constituted Collections (including Collections with re-
spect to Finance Charge Receivables) with respect to such 
Receivables which would have been Principal Receivables 
but for the Transferor's inability to transfer such 
Receivables (up to an aggregate amount equal to the 
Receivables in the Trust on such date); (B) the Transfer-
or agrees to have such amounts applied as Collections in 
accordance with Article IV, and (C) for only so long as 
the allocation and application of such Collections are 
made in accordance with clauses (A) and (B) above, Col-
lections of Principal Receivables and all amounts which 
would have constituted Collections of Principal Receiv-
ables but for the Transferor's inability to transfer Re-
ceivables to the Trust which are charged off as uncol-
lectible in accordance with this Agreement shall continue 
to be allocated in accordance with the related Supple-
ment, and all amounts which would have constituted Col-
lections of Principal Receivables but for the 
Transferor's inability to transfer Receivables to the 
Trust shall be deemed to be Collections of Principal 
Receivables for the purpose of calculating the applicable 
Invested Percentage thereunder.  If the Transferor is 
unable pursuant to any Requirement of Law to allocate 
Collections as described above, the Transferor agrees 
that it shall, in any such event, and to the extent not 
prohibited by law, allocate, after the date that the 
Transferor becomes unable to allocate Collections as 
described above, payments on each Account with respect to 
the balance of such Account first to the oldest receiv-
able in such Account and to have such payments applied as 
Collections in accordance with Article IV.







                                     42

<PAGE>
(e)   Delivery of Collections.  In the event 
that the Transferor receives Collections, the Transferor 
agrees to pay to the Servicer all payments received by 
the Transferor with respect to Collections on the Receiv-
ables as soon as practicable after receipt thereof by the 
Transferor, but in no event later than two Business Days 
after the receipt thereof by the Transferor.
 
Section 2.6.  Addition of Accounts.
 
(a)   Required Additions.  If, (1) as of the end 
of any Due Period the Transferor Amount minus the Exclud-
ed Receivables Balance is less than the Minimum Trans-
feror Amount, the Transferor shall designate additional 
Eligible Accounts (the "Supplemental Accounts") to be 
included as Accounts in a sufficient amount such that the 
Transferor Amount minus the Excluded Receivables Balance, 
each after giving effect to such addition, at least 
equals the Minimum Transferor Amount or (2) as of the end 
of any Due Period the Aggregate Principal Receivables are 
less than the Minimum Aggregate Principal Receivables, 
then the Transferor shall designate Supplemental Accounts 
to be included as Accounts in a sufficient amount such 
that the Aggregate Principal Receivables will be equal to 
or greater than the Minimum Aggregate Principal Receiv-
ables.  Receivables from such Supplemental Accounts shall 
be transferred to the Trust, on or before 10 days fol-
lowing the Determination Date related to such Due Period 
(the "Addition Date").  Failure to add Supplemental Ac-
counts as required by this subsection 2.6(a) shall be an 
Early Amortization Event with respect to the affected 
Series.
 
(b)   Permitted Additions.  In addition to its 
obligation under subsection 2.6(a), the Transferor may, 
but shall not be obligated to, designate from time to 
time, at its sole discretion, subject to the conditions 
specified in paragraph (c) below, additional Eligible Ac-
counts as Supplemental Accounts to be included as Ac-
counts as of the applicable Addition Date. 
 
(c)   Conditions to Addition.  The Transferor 
agrees that any such transfers of Receivables from Sup-
plemental Accounts under subsection 2.6(a) or (b) shall 
satisfy the following conditions:









                                     43

<PAGE>
  (i)   On or before the fifth 
Business Day prior to the Addition Date, the 
Transferor shall give the Trustee and the 
Servicer written notice that such Supplemental 
Accounts will be included and specifying the 
approximate aggregate amount of the Receivables 
to be transferred;
 
  (ii)   On or prior to the Addi-
tion Date, the Transferor shall have delivered 
to the Trustee a written assignment (and the 
Trustee shall have accepted such assignment on 
behalf of the Trust for the benefit of the 
Investor Certificateholders and any Enhancement 
Provider) in substantially the form of Exhibit 
B (the "Assignment") and shall have clearly 
indicated in its computer files that the Re-
ceivables created in connection with the Supp-
lemental Accounts have been transferred to the 
Trust and the Transferor shall have delivered 
to the Trustee a computer file or microfiche 
list represented by the Transferor to contain a 
true and complete list of all Supplemental 
Accounts identified by account number and by 
Receivable balance in such Supplemental Ac-
counts as of the Addition Cut Off Date, which 
computer file or microfiche list shall be as of 
the date of such Assignment incorporated into 
and made a part of such Assignment and this 
Agreement;
 
  (iii)   The Transferor shall 
represent and warrant that (x) each Supplemen-
tal Account was, as of the date of its selec-
tion (the "Supplemental Account Selection 
Date"), an Eligible Account, (y) no selection 
procedures believed by the Transferor to be 
materially adverse to the interests of any 
Series of Investor Certificates or any Enhance-
ment Provider were utilized in selecting the 
Supplemental Accounts from the available Eligi-
ble Accounts in the Transferor's portfolio; and 
(z) as of the Addition Date, the Transferor is 
not insolvent and will not be made insolvent by 
the transfer of the Receivables of such Supp-
lemental Accounts;








                                     44 

<PAGE>
  (iv)   The Transferor shall rep-
resent and warrant, that, as of the Addition 
Date, the Assignment constitutes either (x) a 
valid transfer and assignment to the Trust of 
all right, title and interest of the Transferor 
in and to the Receivables then existing and 
thereafter created in the Supplemental Ac-
counts, all monies due or to become due with 
respect thereto on and after the Addition Cut 
Off Date, Recoveries and all proceeds of such 
Receivables (to the extent set forth in Section 
9-306 of the UCC as in effect in the Relevant 
UCC State), and such Receivables and all pro-
ceeds thereof will be conveyed to the Trust 
free and clear of any Lien of any Person claim-
ing through or under the Transferor or any of 
its Affiliates, except for (i) Liens permitted 
under subsection 2.5(b) hereunder, (ii) the 
interest of the holder of the Exchangeable 
Transferor Certificate and (iii) any right of 
the holder of the Exchangeable Transferor Cer-
tificate to receive interest accruing on, and 
investment earnings with respect to, the Col-
lection Account, the Excess Funding Account and 
any other account or accounts maintained for 
the benefit of Certificateholders as provided 
in this Agreement and any Supplement or (y) a 
grant of a security interest (as defined in the 
UCC as in effect in the Relevant UCC State) in 
such property to the Trustee on behalf of the 
Trust, which is enforceable with respect to 
then existing Receivables of the Supplemental 
Accounts, and the proceeds thereof (to the ex-
tent set forth in Section 9-306 of the UCC as 
in effect in the Relevant UCC State) upon the 
conveyance of such Receivables to the Trust, 
and which will be enforceable with respect to 
the Receivables thereafter created in respect 
of Supplemental Accounts, and the proceeds 
thereof to such extent, upon such creation; and 
(z) if the Assignment constitutes the grant of 
a security interest to the Trust in such prop-
erty, upon the filing of financing statements 
as described in Section 2.1 with respect to 
such Supplemental Accounts and in the case of 
such Receivables of Supplemental Accounts 
thereafter created and the proceeds thereof (to 







                                     45

<PAGE>
the extent set forth in Section 9-306 of the 
UCC in effect in the Relevant UCC State) upon 
such creation, the Trust shall have a first 
priority perfected security interest in such 
property, except for Liens permitted under 
subsection 2.5(b) hereunder;
 
  (v)   The Transferor shall deliv-
er to the Trustee (with a copy to each Rating 
Agency assigning a rating for any class of Inv-
estor Certificates of any then outstanding 
Series) an Officer's Certificate confirming the 
items set forth in paragraphs (ii) and (iii) 
above and (vi) and (vii) below and the Trustee 
may rely on such Officer's Certificate;
 
  (vi)   The Transferor shall de-
liver to the Trustee and each Rating Agency as-
signing a rating for any class of Investor 
Certificates of any then outstanding Series, an 
Opinion of Counsel with respect to the Receiv-
ables in the Supplemental Accounts substantial-
ly in the form of Part One of Exhibit G; 
 
  (vii)   The Transferor shall 
record and file financing statements with re-
spect to the Receivables then existing and 
thereafter created in the Supplemental Accounts 
for the transfer of accounts and general intan-
gibles (both as defined in the UCC in effect in 
the Relevant UCC State) meeting the require-
ments of applicable state law in such manner 
and in such jurisdictions as are necessary to 
perfect the transfer and assignment of the 
Receivables in Supplemental Accounts by the 
Transferor to the Trust; and
 
  (viii)   Each Rating Agency as-
signing a rating for any class of Investor 
Certificates of any then outstanding Series 
shall have received ten Business Days' notice 
of such proposed addition of Supplemental Ac-
counts; in the event that Supplemental Accounts 
are being added pursuant to subsection 2.6(b), 
the Transferor shall have received written 
confirmation from each such Rating Agency that 
such addition would not result in a downgrading 







                                     46

<PAGE>
or withdrawal of its then current rating of any 
outstanding Series of Investor Certificates.
 
(d) Automatic Additional Accounts.   All ac-
counts which meet the definition of Automatic Additional 
Accounts shall be included as Accounts from and after the 
date upon which such Automatic Additional Accounts are 
created and all Receivables in such Automatic Additional 
Accounts, whether such Receivables are then existing or 
thereafter created, shall be transferred automatically to 
the Trust upon creation by the Transferor.  For all pur-
poses of this Agreement, all receivables of such Auto-
matic Additional Accounts shall be treated as Receivables 
upon their creation.  The Transferor may elect at any 
time to terminate the inclusion in Accounts of new ac-
counts which would otherwise be Automatic Additional Ac-
counts as of any Business Day (the "Automatic Addition 
Termination Date"), or suspend any such inclusion as of 
any Business Day (an "Automatic Addition Suspension 
Date") until a date (the "Restart Date") to be notified 
in writing by the Transferor to the Trustee by delivering 
to the Trustee, the Servicer and each Rating Agency 
assigning a rating for any class of Investor Certificates 
of any then outstanding Series, prior written notice of 
such election at least 10 days prior to such Automatic 
Addition Termination Date or Automatic Addition Suspen-
sion Date.  Unless otherwise specified in such notice, 
any date specified as a date as of which new accounts 
will cease to be included in Accounts will be an Automat-
ic Addition Suspension Date.  Promptly after an Automatic 
Addition Termination Date or any Automatic Addition 
Suspension Date, or a Restart Date, the Transferor and 
the Trustee agree to execute and the Transferor agrees to 
record and file at its own expense an amendment to the 
financing statements referred to in Section 2.1 hereof to 
specify the accounts then subject to this Agreement 
(which specification may incorporate a list of accounts 
by reference) and, except in connection with any such 
filing made after a Restart Date, to release any security 
interest in any accounts created after the Automatic 
Addition Termination Date or any Automatic Addition 
Suspension Date.
 
(e)   Representations and Warranties.  The 
Transferor hereby represents and warrants to the Trust as 
of the related Addition Date that the file or list deliv-
ered pursuant to paragraph (f) below is, as of the appli-







                                     47

<PAGE>
cable Addition Cut Off Date, true and complete in all 
material respects.
 
(f)   Delivery of Documents.  In the case of the 
designation of Supplemental Accounts, the Transferor 
shall deliver to the Trustee (i) the computer file, 
microfiche list or printed list required to be delivered 
pursuant to Section 2.1 with respect to such Supplemental 
Accounts on the applicable Addition Date.
 
Section 2.7  Removal of Accounts.
 
(a)   Subject to the conditions set forth below, 
on each Determination Date on which the Transferor Amount 
minus the Excluded Receivables Balance exceeds the Mini-
mum Transferor Amount at the end of the related Due Peri-
od, the Transferor may, but shall not be obligated to, 
designate, from time to time, Accounts for deletion and 
removal ("Removed Accounts") from the Accounts; provided, 
however, that the Transferor shall not make more than one 
such designation in any Due Period.  On or before the 
fifth Business Day (the "Removal Notice Date") prior to 
the date on which the designated Removed Accounts will be 
reassigned by the Trustee to the Transferor (the "Removal 
Date"), the Transferor shall give the Trustee and the 
Servicer written notice that the Receivables from such 
Removed Accounts are to be reassigned to the Transferor.
 
(b)   The Transferor shall be permitted to 
designate and require reassignment to it of Receivables 
from Removed Accounts only upon satisfaction of the 
following conditions:
 
  (i)   On or prior to the Removal 
Date, the Transferor shall have delivered to 
the Trustee for execution a written instrument 
of reassignment in substantially the form of 
Exhibit C (the "Reassignment") and, within five 
Business Days thereafter, a computer file or 
microfiche list containing a true and complete 
list of all Removed Accounts identified by 
account number and by the aggregate balance of 
the Receivables in such Removed Accounts as of 
the Removal Notice Date, which computer file or 
microfiche list shall as of the Removal Date 
modify and amend and be made a part of this 
Agreement;







                                     48 

<PAGE>
  (ii)   The Transferor shall rep-
resent and warrant that no selection procedures 
believed by the Transferor to be materially 
adverse to the interests of any outstanding 
Series of Investor Certificates or any Enhance-
ment Provider were utilized in selecting the 
Removed Accounts to be removed from the Trust; 
 
  (iii)   The removal of any Re-
ceivables of any Removed Accounts on any Remov-
al Date shall not, (a) in the reasonable belief 
of the Transferor, cause an Early Amortization 
Event to occur or an event which with notice or 
lapse of time or both would constitute an Early 
Amortization Event and (b) cause the Transferor 
Amount minus the Excluded Receivables Balance 
to be less than the Minimum Transferor Amount 
on such Removal Date;
 
  (iv)   Each Rating Agency assign-
ing a rating for any class of Investor Certifi-
cates of any then outstanding Series shall have 
received ten Business Days' notice of such pro-
posed removal of Accounts and the Transferor 
shall have received written notice from each 
such Rating Agency that such removal would not 
result in a downgrading or withdrawal of the 
then current rating of any outstanding Series 
of the Investor Certificates; and
 
  (v)   The Transferor shall have 
delivered to the Trustee and each Rating Agency 
assigning a rating for any class of Investor 
Certificates of any then outstanding Series, an 
Officer's Certificate confirming the items set 
forth in (i) through (iii) above.  The Trustee 
may rely on such Officer's Certificate, shall 
have no duty to make inquiries with regard to 
the matters set forth therein and shall incur 
no liability in so relying.

Upon satisfaction of the above conditions, the 
Trustee shall execute and deliver the Reassignment to the 
Transferor, and the Receivables from the Removed Accounts 
shall no longer constitute a part of the Trust.

(END OF ARTICLE II)







                                     49

<PAGE>
ARTICLE III 

ADMINISTRATION AND SERVICING
OF RECEIVABLES

Section 3.1   Acceptance of Appointment and Other Matters 
Relating to the Servicer.
 
(a)   Nordstrom National Credit Bank, hereby 
agrees to act as the Servicer under this Agreement.  The 
Investor Certificateholders by their acceptance of the 
Investor Certificates consent to Nordstrom National 
Credit Bank acting as Servicer.
 
(b)   The Servicer shall service and administer 
the Receivables and shall collect payments due under the 
Receivables in accordance with its customary and usual 
servicing procedures for servicing credit card receiv-
ables comparable to the Receivables and in accordance 
with the applicable Account Guidelines and shall have 
full power and authority, acting alone or through any 
party properly designated by it hereunder, to do any and 
all things in connection with such servicing and adminis-
tration which it may deem necessary or desirable.  With-
out limiting the generality of the foregoing and subject 
to Section 10.1, the Servicer is hereby authorized and 
empowered (i) to make withdrawals and payments and to 
instruct the Trustee to make withdrawals and payments 
from the Collection Account, the Excess Funding Account 
or any other account or accounts maintained for the 
benefit of the Certificateholders as set forth in this 
Agreement and any Supplement, (ii) unless such power and 
authority is revoked by the Trustee on account of the 
occurrence of a Servicer Default pursuant to Section 10.1 
of the Agreement, to instruct the Trustee to take any 
action permitted or required under any Enhancement at 
such time as is set forth in this Agreement and any 
Supplement, (iii) to execute and deliver, on behalf of 
the Trust for the benefit of the Certificateholders, any 
and all instruments of satisfaction or cancellation, or 
of partial or full release or discharge, and all other 
comparable instruments, with respect to the Receivables 
and, after the delinquency of any Receivable and to the 
extent permitted under and in compliance with applicable 
law and regulations, to commence enforcement proceedings 
with respect to such Receivables and (iv) to make any 
filings, reports, notices, applications, or registrations 







                                     50

<PAGE>
with, and to seek any consents or authorizations from, 
the Securities and Exchange Commission and any state 
securities laws authority on behalf of the Trust as may 
be necessary or advisable to comply with any Federal or 
state securities laws or reporting requirements.  The 
Trustee agrees that it shall promptly follow the written 
instructions of the Servicer to withdraw funds from the 
Collection Account, Excess Funding Account and any other 
account or accounts maintained for the benefit of Certif-
icateholders and with regard to any Enhancement.  The 
Trustee shall furnish the Servicer with any powers of 
attorney and other documents necessary or appropriate to 
enable the Servicer to carry out its servicing and admin-
istrative duties hereunder.
 
(c)   In the event that the Transferor is unable 
for any reason to transfer Receivables to the Trust in 
accordance with the provisions of this Agreement (includ-
ing, without limitation, by reason of the application of 
the provisions of Section 9.2 or the order of any Federal 
governmental agency having regulatory authority over the 
Transferor or any court of competent jurisdiction that 
the Transferor not transfer any additional Receivables to 
the Trust) then, in any such event, (A) the Servicer 
agrees to allocate, after such date, all Collections 
(including Collections with respect to Finance Charge 
Receivables) with respect to Principal Receivables, and 
all amounts which would have constituted Collections 
(including Collections with respect to Finance Charge 
Receivables) with respect to such Receivable which would 
have been Principal Receivables but for the Transferor's 
inability to transfer such Receivables (up to an aggre-
gate amount equal to the Aggregate Principal Receivables 
in the Trust as of such date) in accordance with subsec-
tion 2.5(d) and to apply such amounts as Collections in 
accordance with Article IV and (B) for only so long as 
all Collections and all amounts which would have consti-
tuted Collections are allocated and applied in accordance 
with clause (A) above, Collections of Principal Receiv-
ables and all amounts which would have constituted Col-
lections of Principal Receivables but for the 
Transferor's inability to transfer Receivables to the 
Trust which are charged off as uncollectible in accor-
dance with this Agreement shall continue to be allocated 
in accordance with Article IV and all amounts which would 
have constituted Collections of Principal Receivables but 
for the Transferor's inability to transfer Receivables to 







                                     51

<PAGE>
the Trust shall be deemed to be Collections of Principal 
Receivables for the purpose of calculating the applicable 
Invested Percentage thereunder; provided, that if the 
Servicer is unable pursuant to any Requirement of Law to 
allocate payments on the Accounts as described above, the 
Servicer agrees that it shall, in any such event, allo-
cate, after the date that the Servicer becomes unable to 
allocate payments on the Accounts as described above, 
payments on each Account with respect to the balance of 
such Account first to the oldest Receivable in such 
Account.
 
(d)   The Servicer shall not be obligated to use 
separate servicing procedures, offices, employees or 
accounts for servicing the Receivables from the proce-
dures, offices, employees and accounts used by the 
Servicer in connection with servicing other revolving 
consumer credit card receivables.
 
(e)   The Servicer shall maintain fidelity bond 
coverage insuring against losses through wrongdoing of 
its officers and employees who are involved in the ser-
vicing of Receivables covering such actions with such 
insurers and in such amounts as the Servicer believes to 
be reasonable from time to time.
 
Section 3.2  Servicing Compensation.  As compensation for 
its servicing activities hereunder and reimbursement for 
its expenses as set forth in the immediately following 
paragraph, the Servicer shall be entitled to receive a 
monthly servicing fee in respect of any Due Period (or 
portion thereof) prior to the termination of the Trust 
pursuant to Section 12.1 (the "Monthly Servicing Fee"), 
payable in arrears on each Distribution Date in an amount 
equal to the sum of, with respect to all Series then 
outstanding, one-twelfth of the product of the applicable 
Servicing Fee Percentages and the sum of an allocable 
portion of the Transferor Amount and the Invested Amount 
of each Series, each as of the last day of the Due Period 
preceding the Due Period for which the Monthly Servicing 
Fee is being paid.  The share of the Monthly Servicing 
Fee allocable to each Series of Investor Certificatehold-
ers with respect to any Due Period (or portion thereof) 
shall be equal to one-twelfth of the product of (A) the 
Servicing Fee Percentage for such Series and (B) the 
Invested Amount of such Series (after subtracting from 
the Invested Amount the aggregate amount of any deposits 







                                     52

<PAGE>
previously made into any principal funding account) on 
the last day of the applicable Due Period (or, in the 
case of the first Distribution Date, the Initial Invested 
Amount, unless otherwise specified in any Supplement) 
(with respect to any such Series, the "Investor Monthly 
Servicing Fee"), and shall be paid to the Servicer pursu-
ant to the applicable Supplement.  The remainder of the 
Monthly Servicing Fee shall be paid by the Transferor and 
in no event shall the Trust, the Trustee, any Enhancement 
Provider or the Investor Certificateholders be liable for 
the share of the Monthly Servicing Fee to be paid by the 
Transferor.  In the case of the first Due Period, the 
Monthly Servicing Fee and the Investor Monthly Servicing 
Fee shall accrue from the Cut Off Date.

The Servicer's expenses include the amounts due 
to the Trustee pursuant to Section 11.5 and any authenti-
cating agent pursuant to Section 6.8 and the reasonable 
fees and disbursements of independent accountants and all 
other expenses incurred by the Servicer in connection 
with its activities hereunder, and include, without 
limitation, all other fees and expenses of the Trust 
provided for in Section 8.4 hereof; provided, that the 
Servicer shall not be liable for any liabilities, costs 
or expenses of the Trust, the Investor Certificateholders 
or the Certificate Owners arising under any tax law, 
including without limitation any Federal, state or local 
income or franchise taxes or any other tax imposed on or 
measured by income (or any interest or penalties with 
respect thereto or arising from a failure to comply 
therewith), except to the extent incurred as a result of 
the Servicer's violation of the provisions of this Agree-
ment.  The Servicer shall be required to pay such expens-
es for its own account and shall not be entitled to any 
payment therefor other than the Monthly Servicing Fee.

Section 3.3  Representations, Warranties and Covenants of 
the Servicer.  Nordstrom National Credit Bank, as initial 
Servicer, hereby makes, and any successor Servicer by its 
appointment hereunder shall make, the following represen-
tations, warranties and covenants with respect to any 
Series of Certificates, as of the date of the related 
Supplement and its Closing Date, unless otherwise stated 
in such Supplement, on which the Trustee has relied in 
accepting the Receivables and the other property conveyed 









                                    53

<PAGE>
pursuant to Section 2.1 in trust and in authenticating 
the Certificates:
 
(a)   Organization and Good Standing.  The 
Servicer is a national banking association duly orga-
nized, validly existing and in good standing under the 
laws of the United States of America, and has full power, 
authority and legal right to own its properties and 
conduct its business as such properties are presently 
owned and such business is presently conducted, and to 
execute, deliver and perform its obligations under this 
Agreement and any Supplement.
 
(b)   Due Qualification.  The Servicer is duly 
qualified to do business and is in good standing (or is 
exempt from such requirements) in any state where such 
qualification is necessary in order to service the Re-
ceivables as required by this Agreement and any Supple-
ment and has obtained all necessary licenses and approv-
als as required under Federal and state law, and if the 
Servicer shall be required by any Requirement of Law to 
so qualify or register or obtain such license or approv-
al, then it shall do so, in each case except where the 
failure to obtain such license or approval does not 
materially affect the Servicer's ability to perform its 
obligations hereunder or the enforceability of any Re-
ceivable.
 
(c)   Due Authorization.  The execution, deliv-
ery, and performance of this Agreement and any Supple-
ment, and the consummation of the transactions provided 
for in this Agreement and any Supplement have been duly 
authorized by the Servicer by all necessary action on the 
part of the Servicer.
 
(d)   Binding Obligation.  Each of this Agree-
ment and any Supplement constitutes a legal, valid and 
binding obligation of the Servicer, enforceable in accor-
dance with its terms, subject to applicable bankruptcy, 
insolvency, reorganization, moratorium or other similar 
laws now or hereinafter in effect affecting the enforce-
ment of creditors' rights in general and the rights of 
creditors of national banking associations and except as 
such enforceability may be limited by general principles 
of equity (whether considered in a proceeding at law or 
in equity).








                                     54

<PAGE>
(e)   No Violation.  The execution and delivery 
of this Agreement and any Supplement by the Servicer, and 
the performance of the transactions contemplated by this 
Agreement and any Supplement and the fulfillment of the 
terms hereof and thereof applicable to the Servicer, will 
not conflict with, violate, result in any breach of any 
of the material terms and provisions of, or constitute 
(with or without notice or lapse of time or both) a 
default under, any Requirement of Law applicable to the 
Servicer or any material indenture, contract, agreement, 
mortgage, deed of trust or other instrument to which the 
Servicer is a party or by which it is bound.
 
(f)   No Proceedings.  There are no proceedings 
or investigations pending or, to the best knowledge of 
the Servicer, threatened against the Servicer before any 
court, regulatory body, administrative agency or other 
tribunal or governmental instrumentality seeking to 
prevent the issuance of the Certificates or the consumma-
tion of any of the transactions contemplated by this 
Agreement or any Supplement, seeking any determination or 
ruling that, in the reasonable judgment of the Servicer, 
would materially and adversely affect the performance by 
the Servicer of its obligations under this Agreement or 
any Supplement, or seeking any determination or ruling 
that would materially and adversely affect the validity 
or enforceability of this Agreement or any Supplement.
 
(g)   Compliance with Requirements of Law.  The 
Servicer shall duly satisfy its obligations in all mate-
rial respects on its part to be fulfilled under or in 
connection with each Receivable and the corresponding 
Account, will maintain in effect all material qualifica-
tions required under Requirements of Law in order to 
service properly each Receivable and the corresponding 
Account and will comply in all material respects with all 
other Requirements of Law in connection with servicing 
each Receivable and the related Account the failure to 
comply with which would have a material adverse effect on 
the Certificateholders (without regard to the amount of 
any Enhancement).
 
(h)   No Rescission or Cancellation.  Except in 
connection with an Adjustment Payment pursuant to Section 
3.8, the Servicer shall not permit any rescission or 
cancellation of any Receivable except as ordered by a 








                                     55

<PAGE>
court of competent jurisdiction or other Governmental 
Authority.
 
(i)   Protection of Certificateholders' Rights. 
 The Servicer shall take no action which, nor omit to 
take any action the omission of which, would impair the 
rights of Certificateholders in any Receivable or the 
rights of any Enhancement Provider, nor shall it 
reschedule, revise, waive or defer payments due on any 
Receivable except in accordance with the applicable 
Account Guidelines.
 
(j)   All Consents Required.  All approvals, 
authorizations, consents, orders or other actions of any 
Person or of any Governmental Authority required in 
connection with the execution and delivery by the 
Servicer of this Agreement, the performance by the 
Servicer of the transactions contemplated by this Agree-
ment and the fulfillment by the Servicer of the terms 
hereof, have been obtained, except such as are required 
by state securities or "Blue Sky" laws in connection with 
the distribution of any Series. 
 
(k)   Receivables Not to be Evidenced by Promis-
sory Notes or Chattel Paper.  The Servicer will take no 
action to cause any Receivable to be evidenced by any 
instrument (as defined in the UCC as in effect in the 
Relevant UCC State).  Each Receivable shall be payable 
pursuant to a contract which does not create a Lien on 
any merchandise purchased thereunder.

In the event of a breach of any of the representations 
and warranties set forth in subsection 3.3(g), (h), (i) 
or (j) with respect to a Receivable, and such breach has 
a material adverse effect on the Certificateholders' 
interest in such Receivable (without regard to the amount 
of any Enhancement) then, upon the expiration of 60 days 
or any longer period agreed upon by the Trustee (not to 
exceed an additional 60 days) from the earlier to occur 
of the discovery of any such event by the Servicer, or 
receipt by the Servicer of written notice of any such 
event given by the Trustee, each such Receivable or, at 
the option of the Transferor, all such Receivables with 
respect to the related Account, shall be assigned and 
transferred to the Servicer upon the deposit by the 
Servicer into the Collection Account in immediately 
available funds prior to the next succeeding Distribution 







                                     56

<PAGE>
Date an amount equal to the amount of each such Receiv-
able at the end of the Due Period for such Distribution 
Date, plus the amount of finance charges at the monthly 
periodic rate applicable to such Receivable from the last 
date billed through the end of such Due Period to the 
extent not included in the amount of such Receivable.  
Any such deposit into the Collection Account in connec-
tion with any such assignment of a Receivable shall be 
considered a payment in full of such Receivable and such 
deposit shall be applied in accordance with the provi-
sions of Article IV.  Upon the assignment to the Servicer 
of such a Receivable, the Trust shall, without further 
action, be deemed to transfer, assign, set-over and 
otherwise convey to the Servicer, without recourse, 
representation or warranty (including those implied by 
law), all the right, title and interest of the Trust in 
and to such Receivable, all monies due or to become due 
with respect thereto and all proceeds thereof.  The 
Trustee shall execute such documents and instruments of 
transfer or assignment and take such other actions as 
shall reasonably be requested by the Servicer to effect 
the conveyance of any such Receivable pursuant to this 
Section and as shall be specified in an Opinion of Coun-
sel delivered to the Trustee to the effect that such 
documents and instruments comply herewith.  The obliga-
tion of the Servicer set forth in this Section shall 
constitute the sole remedy respecting any breach by the 
Servicer of the representations and warranties set forth 
in the above-referenced subsections with respect to such 
Receivable available to Certificateholders or the Trustee 
on behalf of Certificateholders.  Notwithstanding any 
other provision of this Section 3.3, no assignment of a 
Receivable to the Servicer pursuant to this Section 3.3 
shall occur if the Servicer fails to make the deposit 
required by this Section 3.3 with respect to such Receiv-
able.

Section 3.4  Reports and Records for the Trustee.
 
(a)   Initial Report.  On the day on which a 
Series of the Investor Certificates are issued (the 
"Closing Date"), the Servicer shall prepare and deliver, 
as provided in Section 13.5, to the Trustee and each 
Rating Agency assigning a rating for any class of Invest-
or Certificates of any then outstanding Series, an 
Officer's Certificate substantially in the form of Exhib-








                                     57

<PAGE>
it D setting forth the Aggregate Principal Receivables, 
the Transferor Amount, the Excluded Receivables Balance 
and the Transferor Interest Percentage as of the end of 
the day two Business Days preceding the Closing Date and 
the expected Transferor Interest Percentage after giving 
effect to the issuance of such Series.
 
(b)   Daily Reports.  For so long as deposits of 
Collections are required to be made daily by the Servicer 
pursuant to Section 4.1(h), on each Business Day commenc-
ing on the Closing Date, the Servicer shall prepare, and 
make available for inspection by the Trustee and maintain 
at the office of the Servicer a record setting forth the 
aggregate amount of Collections processed by the Servicer 
on the immediately preceding Business Day.
 
(c)   Monthly Servicer's Certificate.  On each 
Determination Date, the Servicer shall forward, as pro-
vided in Section 13.5, to the Trustee, the Paying Agent 
and each Rating Agency assigning a rating for any class 
of Investor Certificates of any then outstanding Series, 
an Officer's Certificate signed by a Servicing Officer 
substantially in the form of Exhibit E (with the Monthly 
Certificateholder's Statement required pursuant to the 
applicable Supplement attached) setting forth the follow-
ing information (which, in the case of clauses (iii), 
(iv) and (v) below, will be stated on the basis of an 
original principal amount of $1,000 per Certificate):  
(i) the aggregate amount of Collections processed for the 
Due Period for such Determination Date and the aggregate 
amount of Collections of Finance Charge Receivables and 
the aggregate amount of Collections of Principal Receiv-
ables processed during such Due Period; (ii) the Invested 
Percentage on the last day of the preceding Due Period of 
each Series of Certificates with respect to Collections 
of Principal Receivables and the Invested Percentage on 
the last day of the preceding Due Period of each Series 
of Certificates with respect to Collections of Finance 
Charge Receivables and Defaulted Receivables; (iii) for 
each Series and for each class within any such Series, 
the total amount to be distributed to Investor Certifi-
cateholders on the next succeeding Distribution Date; 
(iv) for each Series and for each class within any such 
Series, the amount of such distribution allocable to 
principal; (v) for each Series and for each class within 
any such Series, the amount of such distribution alloca-
ble to interest; (vi) the aggregate outstanding balance 







                                     58

<PAGE>
of the Accounts which were delinquent by 30 to 59, 60 to 
89, 90 to 119 and by 120 days or more as of the close of 
business on the last day of the Due Period immediately 
preceding such Distribution Date; (vii) for each Series 
and each class within a Series, the Investor Default 
Amount for the immediately preceding Due Period; (viii) 
for each Series and each class within a Series, the 
amount of the Investor Charge Offs and the amount of the 
reimbursements of Investor Charge Offs for such Distribu-
tion Date; (ix) for each Series, the Investor Monthly 
Servicing Fee for such Distribution Date; (x) for each 
Series, the existing deficit controlled amortization 
amount or deficit controlled accumulation amount, if 
applicable; (xi) the aggregate amount of Receivables and 
the Excluded Receivables Balance in the Trust at the 
close of business on the last day of the Due Period 
preceding such Distribution Date; (xii) for each Series, 
the Invested Amount at the close of business on the last 
day of the Due Period immediately preceding such Distri-
bution Date; (xiii) the available amount of any Enhance-
ment for each Series; (xiv) for each Series and each 
class within a Series, the Series Factor as of the end of 
the related Due Period; and (xv) whether an Early Amorti-
zation Event with respect to any Series shall have oc-
curred during or with respect to the related Due Period. 
 The Trustee shall be under no duty to recalculate, 
verify or recompute the information supplied to it under 
this Section 3.4.
 
Section 3.5  Annual Servicer's Certificate.  The Servicer 
will deliver, as provided in Section 13.5, to the Trustee 
and each Rating Agency assigning a rating for any class 
of Investor Certificates of any then outstanding Series, 
on or before April 30 of each calendar year, beginning 
with 1997, an Officer's Certificate substantially in the 
form of Exhibit F (a) stating that a review of the activ-
ities of the Servicer during the preceding calendar year 
(or, in the case of the initial such Officer's Certifi-
cate, during the period from the Initial Closing Date 
until December 31, 1996) and of its performance under 
this Agreement was made under the supervision of the 
officer signing such certificate and (b) stating that to 
the best of such officer's knowledge, based on such 
review, either there has occurred no event which, with 
the giving of notice or passage of time or both, would 
constitute a Servicer Default and the Servicer has fully 
performed all its obligations under this Agreement 







                                     59

<PAGE>
throughout such year, or, if there has occurred such an 
event, specifying each such event known to such officer 
and the nature and status thereof.  A copy of such 
Officer's Certificate may be obtained by any Investor 
Certificateholder or Certificate Owner by a request in 
writing to the Trustee addressed to the Corporate Trust 
Office.
 
Section 3.6  Annual Independent Public Accountants' 
Servicing Report.  On or before April 30 of each calendar 
year, beginning with 1997, the Servicer shall cause a 
firm of nationally recognized independent public accoun-
tants (who may also render other services to the Servicer 
or the Transferor) to furnish, as provided in Section 
13.5, a report to the Trustee, each Rating Agency assign-
ing a rating for any class of Investor Certificates of 
any then outstanding Series and, as required, any En-
hancement Provider to the effect that such firm has 
applied certain procedures agreed upon with the Servicer 
to certain documents and records relating to the adminis-
tration and servicing of Accounts under this Agreement 
and any Supplement, and that, based upon such agreed upon 
procedures, such firm will provide a report stating that 
the servicing was conducted in compliance with Article 
III and IV and Section 8.8 of this Agreement and any 
Supplement, except for such exceptions or errors as they 
believe to be immaterial and such other exceptions as 
shall be set forth in such statement.  Such procedures 
will include the comparison of the mathematical calcula-
tions of amounts set forth in the monthly certificates 
forwarded by the Servicer pursuant to subsection 3.4(c) 
during the period covered by such report (which shall be 
the period from January 1 (except for the calendar year 
ending December 31, 1996, which shall be from the Initial 
Closing Date to December 31, 1996) of the preceding 
calendar year to and including December 31 of such calen-
dar year) with the Servicer's computer reports which were 
the source of such amounts.  A copy of such report may be 
obtained by any Investor Certificateholder or Certificate 
Owner by a request in writing to the Trustee addressed to 
the Corporate Trust Office.
 
Section 3.7  Tax Treatment.  The Transferor has structured 
this Agreement and the Investor Certificates (other than 
any Investor Certificates held by the Transferor) and any 
Enhancement Invested Amount have been (or will be) issued 
with the intention that such Investor Certificates will 







                                     60

<PAGE>
qualify under applicable tax law as indebtedness of the 
Transferor, and the Transferor, any entity acquiring any 
direct or indirect interest in the Exchangeable Transfer-
or Certificate, each Investor Certificateholder (or 
Certificate Owner) by acceptance of its Certificate (or, 
in the case of a Certificate Owner, by virtue of such 
Certificate Owner's acquisition of a beneficial interest 
therein) and each holder of an interest in any 
Enhancement Invested Amount by its acceptance thereof 
agree, and shall be deemed to agree, to treat such Inves-
tor Certificates (or beneficial interest therein) or 
Enhancement Invested Amount for purposes of Federal, 
state and local income or franchise taxes and any other 
tax imposed on or measured by income, as indebtedness.  
Each Certificateholder agrees that it will cause any 
Certificate Owner acquiring an interest in a Certificate 
through it to comply with this Agreement as to treatment 
as indebtedness for certain tax purposes.  Consistent 
with the foregoing, the Trustee shall not file a Federal 
income tax return on behalf of the Trust or apply for a 
taxpayer identification number on behalf of the Trust 
unless required to do so as a result of a determination 
by the Internal Revenue Service.
 
Section 3.8  Adjustments.  (a)  If the Servicer adjusts 
downward the amount of any Receivable because of a re-
bate, refund, dividend credit under the Transferor's 
Purchase Dividend Program, unauthorized charge or billing 
error to an Obligor, because such Receivable was created 
in respect of merchandise or services which were refused, 
returned or not received by an Obligor, or if the 
Servicer otherwise adjusts downward the amount of any 
Receivable without receiving Collections therefor or 
without charging off such amount as uncollectible, then, 
in any such case, the amount of the Aggregate Principal 
Receivables used to calculate the Transferor Amount, the 
Transferor Interest Percentage, the Excluded Receivables 
Balance and the Floating Allocation Percentage and the 
Fixed/Floating Allocation Percentage applicable to any 
Series will be reduced by the amount of such adjustment. 
 Similarly, the amount of the Aggregate Principal Receiv-
ables used to calculate the Transferor Amount, the Trans-
feror Interest Percentage, the Excluded Receivables 
Balance and the Floating Allocation Percentage and the 
Fixed/Floating Allocation Percentage applicable to any 
Series will be reduced by the amount of any Receivable 
which was discovered as having been created through a 







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<PAGE>
fraudulent or counterfeit charge or with respect to which 
the covenant contained in subsection 2.5(b) was breached. 
 Any adjustment required pursuant to either of the two 
preceding sentences shall be made on or prior to the end 
of the Due Period in which such adjustment obligation 
arises.  In the event that, following any such exclusion, 
the Transferor Amount minus the Excluded Receivables 
Balance would be less than zero, within two Business Days 
of the date on which such adjustment obligation arises, 
the Transferor shall pay to the Servicer, for deposit 
into the Excess Funding Account, in immediately available 
funds an amount equal to the amount by which the Trans-
feror Amount minus the Excluded Receivables Balance would 
be reduced below zero.  Any amount deposited into the 
Excess Funding Account in connection with the adjustment 
of a Receivable (an "Adjustment Payment") shall be con-
sidered Collections of Principal Receivables and shall be 
applied in accordance with Article IV and the terms of 
each Supplement.  In the event that the Servicer adjusts 
upwards the amount of any Receivable, the Aggregate 
Principal Receivables shall be increased by the product 
of such upward adjustment.
 
(b)   If (i) the Servicer makes a deposit into 
the Collection Account in respect of a Collection of a 
Receivable and such Collection was received by the 
Servicer in the form of a check which is not honored for 
any reason or (ii) the Servicer makes a mistake with 
respect to the amount of any Collection and deposits an 
amount that is less than or more than the actual amount 
of such Collection, the Servicer shall appropriately 
adjust the amount subsequently deposited into the Collec-
tion Account to reflect such dishonored check or mistake. 
 Any Receivable in respect of which a dishonored check is 
received shall be deemed not to have been paid.  Notwith-
standing the first two sentences of this paragraph, no 
adjustments shall be made pursuant to this paragraph that 
will change any amount of Collections previously reported 
pursuant to Section 3.4(c).
 
Section 3.9  Notices to the Transferor.  In the event that 
the Transferor is no longer acting as Servicer, any 
Successor Servicer appointed pursuant to Section 10.2 
shall deliver or make available to the Transferor each 
certificate and report required to be prepared, forwarded 
or delivered thereafter pursuant to Sections 3.4, 3.5 and 
3.6.







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<PAGE>
(END OF ARTICLE III)





















































                                     63

<PAGE>
ARTICLE IV 

RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS

Section 4.1   Establishment of Collection Account and 
Excess Funding Account and Allocation of Collections.
 
(a)   The Collection Account.  The Trustee, for 
the benefit of the Certificateholders, shall establish 
and maintain or cause to be established and maintained in 
the name of the Trustee, on behalf of the Trust, with an 
Eligible Institution a segregated account (the "Collec-
tion Account"), bearing a designation clearly indicating 
that the funds deposited therein are held for the benefit 
of the Certificateholders.  The Trustee shall possess all 
right, title and interest in all funds on deposit from 
time to time in the Collection Account and in all pro-
ceeds thereof.  The Collection Account shall be under the 
sole dominion and control of the Trustee for the benefit 
of the Certificateholders.  If, at any time, the institu-
tion holding the Collection Account ceases to be an 
Eligible Institution, the Trustee (or the Servicer on its 
behalf) shall within five Business Days establish a new 
Collection Account meeting the conditions specified above 
with an Eligible Institution, transfer any cash and/or 
any investments to such new Collection Account and from 
the date such new Collection Account is established, it 
shall be the "Collection Account."  Pursuant to the 
authority granted to the Servicer in Section 3.1(b), the 
Servicer shall have the power, revocable by the Trustee, 
to make withdrawals and payments from the Collection 
Account and to instruct the Trustee to make withdrawals 
and payments from the Collection Account for the purposes 
of carrying out the Servicer's or Trustee's duties here-
under.

Each Series shall represent interests in the 
Trust, including the benefits of any Enhancement to be 
provided by an Enhancement Provider issued with respect 
to such Series as indicated in the Supplement relating to 
such Series and the right to receive Collections and 
other amounts at the times and in the amounts specified 
in this Article IV to be deposited in the Collection 
Account, the Excess Funding Account and any other ac-
counts maintained for the benefit of the Certificatehold-








                                     64

<PAGE>
ers or paid to the Investor Certificateholders.  The 
Exchangeable Transferor Certificate shall represent the 
interest in the Trust not represented by any Series of 
Investor Certificates then outstanding, including the 
right to receive Collections and other amounts at the 
times and in the amounts specified in this Article IV to 
be paid to the Transferor (the "Transferor Interest"); 
provided, however, that such Exchangeable Transferor 
Certificate shall not represent any interest in the 
Collection Account and any other accounts maintained for 
the benefit of the Certificateholders or the benefits of 
any Enhancement to be provided by an Enhancement Provider 
issued with respect to any Series, except as specifically 
provided in this Article IV.

(b)   Administration of the Collection Account. 
 At the written direction of the Servicer, funds on 
deposit in the Collection Account to be so invested shall 
be invested by the Trustee in Eligible Investments.  All 
such Eligible Investments shall be held by the Trustee 
for the benefit of the Certificateholders.  Investments 
of funds representing Collections collected during any 
Due Period shall be invested in Eligible Investments that 
will mature so that such funds will be available by the 
close of business on the Business Day preceding the Dis-
tribution Date related to such Due Period.  Any funds on 
deposit in the Collection Account to be so invested shall 
be invested solely in Eligible Investments.  No Eligible 
Investment shall be disposed of prior to its maturity; 
provided, however, that the Trustee may sell, liquidate 
or dispose of an Eligible Investment before its maturity, 
if so directed by the Servicer, the Servicer having 
reasonably determined that the interest of the Certifi-
cateholders may be adversely affected if such Eligible 
Investment is held to its maturity.  The Trustee shall 
maintain possession of the negotiable instruments or 
securities, if any, evidencing the Eligible Investments 
described in clause (a) of the definition thereof from 
the time of purchase thereof until the time of maturity. 
 On each Distribution Date, all interest and other 
investment earnings (net of losses and investment 
expenses) on funds on deposit in the Collection Account 
shall be paid to the Holder of the Exchangeable Transfer-
or Certificate.  The Transferor at its option may direct 
the Servicer's investment of funds pursuant to this 
subsection 4.1(b).








                                     65

<PAGE>
(c)   The Excess Funding Account.  The Trustee, 
for the benefit of the Certificateholders, shall estab-
lish and maintain or cause to be established and main-
tained in the name of the Trustee, on behalf of the 
Trust, with an Eligible Institution a segregated account 
(the "Excess Funding Account"), bearing a designation 
clearly indicating that the funds deposited therein are 
held for the benefit of the Certificateholders.  The 
Trustee shall possess all right, title and interest in 
all funds on deposit from time to time in the Excess 
Funding Account and in all proceeds thereof.  The Excess 
Funding Account shall be under the sole dominion and con-
trol of the Trustee for the benefit of the Certificate-
holders.  If, at any time, the institution holding the 
Excess Funding Account ceases to be an Eligible Institu-
tion, the Trustee (or the Servicer on its behalf) shall 
within five Business Days establish a new Excess Funding 
Account meeting the conditions specified above with an 
Eligible Institution, transfer any cash and/or any in-
vestments to such new Excess Funding Account and from the 
date such new Excess Funding Account is established, it 
shall be the "Excess Funding Account."  Pursuant to the 
authority granted to the Servicer in Section 3.1(b), the 
Servicer shall have the power, revocable by the Trustee, 
to make withdrawals and payments from the Excess Funding 
Account and to instruct the Trustee to make withdrawals 
and payments from the Excess Funding Account for the 
purposes of carrying out the Servicer's or Trustee's 
duties hereunder.
 
(d)   Administration of the Excess Funding Ac-
count.  Funds on deposit in the Excess Funding Account 
shall be invested at the written direction of the 
Servicer by the Trustee in Eligible Investments.  Funds 
on deposit in the Excess Funding Account on any Distribu-
tion Date shall be invested in such investments that will 
mature so that such funds will be available for withdraw-
al on or prior to the following Distribution Date.  The 
Trustee shall maintain for the benefit of the Certifi-
cateholders possession of the negotiable instruments or 
securities, if any, evidencing such Eligible Investments. 
 No Eligible Investment shall be disposed of prior to its 
maturity; provided, however, that the Trustee may sell, 
liquidate or dispose of an Eligible Investment before its 
maturity, if so directed by the Servicer, the Servicer 
having reasonably determined that the interest of the 
Certificateholders may be adversely affected if such 







                                     66

<PAGE>
Eligible Investment is held to its maturity.  On each 
Distribution Date, all interest and earnings (net of 
losses and investment expenses) received during the pre-
ceding Due Period on funds on deposit in the Excess 
Funding Account shall be retained in the Excess Funding 
Account (to the extent that the amount required to be on 
deposit in the Excess Funding Account is less than the 
amount on deposit in the Excess Funding Account) and the 
balance, if any, shall be deposited in the Collection Ac-
count and treated as a portion of Collections of Finance 
Charge Receivables allocable to the Investor Certificates 
for such Distribution Date.  For purposes of determining 
the availability of funds or the balance in the Excess 
Funding Account for any reason under this Agreement, 
except as otherwise provided in the preceding sentence, 
such net interest and earnings shall be deemed not to be 
available or on deposit.
 
(e)   Allocations For the Exchangeable Transfer-
or Certificate.  Throughout the existence of the Trust, 
the Servicer shall allocate to the Holder of the Ex-
changeable Transferor Certificate an amount equal to the 
product of (A) the Transferor Percentage and (B) the 
aggregate amount of Collections allocated to Principal 
Receivables and Finance Charge Receivables, respectively, 
in respect of such Due Period.  Notwithstanding anything 
to the contrary in Section 4.1(h), unless otherwise 
specified in any Supplement, the Servicer need not depos-
it this amount, and any other amounts so allocated to the 
Exchangeable Transferor Certificate pursuant to any 
Supplement, into the Collection Account and shall pay 
such amounts as collected to the Holder of the Exchange-
able Transferor Certificate, except as provided in Sec-
tion 4.1(g).
 
(f)   Allocations During Funding Period.  To the 
extent that the Servicer establishes an account with an 
Eligible Institution as a pre-funding account (the "Pre-
Funding Account") with respect to any Series, bearing a 
designation indicating that the funds deposited therein 
are for the benefit of such Series, during the period 
(the "Funding Period"), as set forth in the related 
Supplement, that the Pre-Funding Account maintains a 
balance, the date upon which an increase in the Invested 
Amount of such Series in accordance with the terms of 
such related Supplement occurs shall be treated as an 
Addition Date solely for the purpose of calculating the 







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<PAGE>
Floating Allocation Percentage and the Fixed/Floating 
Allocation Percentage.  Such Addition Date shall be 
deemed to occur on the date of each such increase and the 
Floating Allocation Percentage and Fixed/Floating Alloca-
tion Percentage shall be calculated accordingly.
 
(g)   Undistributed Principal Collections.  On 
each Distribution Date, (a) the Servicer shall allocate 
Excess Principal Collections to each Series as set forth 
in the related Supplement and (b) the Servicer shall 
withdraw from the Collection Account or otherwise allo-
cate and pay to the Transferor (i) an amount equal to the 
excess, if any, of (x) the aggregate amount for all 
outstanding Series of Collections which the related Sup-
plements specify are to be treated as "Excess Principal 
Collections" for such Distribution Date over (y) the 
aggregate amount for all outstanding Series which the 
related Supplements specify are "Principal Shortfalls" 
for such Distribution Date and, without duplication, (ii) 
the aggregate amount for all outstanding Series of that 
portion of Collections which the related Supplements 
specify are to be allocated and paid to the Transferor 
with respect to such Distribution Date; provided, howev-
er, that such amounts shall be paid to the Transferor 
only if the Transferor Amount minus the Excluded Receiv-
ables Balance (each determined after giving effect to any 
Receivables transferred to the Trust on such date) ex-
ceeds zero.  The amount held in the Excess Funding Ac-
count as a result of the proviso in the preceding sen-
tence ("Undistributed Principal Collections") shall be 
paid to the Transferor at the time the Transferor Amount 
minus the Excluded Receivables Balance exceeds zero; 
provided, however, that any Undistributed Principal 
Collections on deposit in the Excess Funding Account at 
any time during which any Series is in its Accumulation 
Period, Rapid Amortization Period, Controlled Amortiza-
tion Period, or Early Amortization Period shall be allo-
cated and distributed in accordance with the terms of the 
related Supplement.
 
(h)   Collections.  The Servicer will apply all 
Collections with respect to the Receivables for each Due 
Period as described in this Article IV and each Supple-
ment.  Except as otherwise provided below, the Servicer 
shall deposit Collections into the Collection Account on 
the Date of Processing of such Collections, and shall 
deposit all amounts received from the Transferor pursuant 







                                     68

<PAGE>
to subsection 2.4(d)(iii) and all Adjustment Payments 
received from the Transferor pursuant to subsection 
3.8(a) in the Excess Funding Account on the Date of Pro-
cessing of such payments.  Subject to the express terms 
of any Supplement, but notwithstanding anything else in 
this Agreement to the contrary, for so long as, and only 
so long as, Nordstrom National Credit Bank or an Affili-
ate of Nordstrom National Credit Bank shall be the 
Servicer hereunder and (i) Nordstrom National Credit Bank 
or such Affiliate shall maintain a short-term certificate 
of deposit rating or commercial paper rating (which in 
each case may be an implied rating), as applicable, of P-
1 by Moody's and of A-1 by Standard & Poor's, or (ii) 
Nordstrom National Credit Bank shall obtain a written 
notification from each Rating Agency assigning a rating 
for any class of Investor Certificates of any then out-
standing Series to the effect that such Rating Agency 
does not intend to downgrade or withdraw its then current 
rating of any outstanding Series of Investor Certificates 
despite the Servicer's inability to satisfy the rating 
requirement specified in clause (i), and for two Business 
Days following any reduction of either such rating or 
failure to satisfy the conditions of clause (ii), the 
Servicer may, but need not, deposit Collections into the 
Collection Account or make payments to the holder of the 
Exchangeable Transferor Certificate prior to the close of 
business on the Date of Processing, but rather may make a 
single deposit in the Collection Account in immediately 
available funds on the Business Day prior to each Distri-
bution Date in an amount equal to the Collections with 
respect to the Due Period for each such Distribution Date 
to the extent such Collections are allocated to the 
Investor Certificateholders in accordance with Article 
IV.  Collections shall not be required to be invested in 
Eligible Investments until such time as they are deposit-
ed into the Collection Account.  The Servicer shall 
notify the Trustee of any downgrade or withdrawal of its 
short-term credit rating or the short-term certificate of 
deposit rating of its Affiliate maintaining the Collec-
tion Account.

Should the Servicer be required to make daily 
deposits of Collections into the Collection Account 
pursuant to this subsection, during any Amortization 
Period, the Servicer may, subject to the provisions of 
the applicable supplement, cease depositing Collections 
of Principal Receivables received in any Due Period and 







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<PAGE>
allocable to a Series in any Amortization Period at such 
time as an amount of Collection of Principal Receivables 
allocable to such Series and deposited into the Collec-
tion Account equals the amount of principal scheduled or 
permitted to be paid on the next succeeding Distribution 
Date with respect to such Series.  Collections of Princi-
pal Receivables allocable to such Series in excess of 
such amount shall, subject to the provisos in subsection 
4.1(g) and the next succeeding paragraph, be distributed 
on a daily basis as they are collected to the Transferor.

Should the Servicer be required to make daily 
deposits of Collections into the Collection Account 
pursuant to this subsection, during any Amortization 
Period, the Servicer may, subject to the provisions of 
the applicable Supplement, cease depositing Excess Prin-
cipal Collections received with respect to a Due Period 
at such time as such Excess Principal Collections depos-
ited into the Collection Account with respect to each 
Series in an Amortization Period together with Collec-
tions of Principal Receivables allocable to such Series 
and deposited into the Collection Account with respect to 
such Due Period equals the amount of principal scheduled 
or permitted to be paid with respect to such Series on 
the next succeeding Distribution Date.  

Should the Servicer be required to make daily 
deposits of Collections in the Collection Account pursu-
ant to this subsection, Excess Principal Collections in 
excess of amounts allocable to Series which are in their 
Amortization Period and deposited in the Collection 
Account pursuant to the preceding sentence shall, subject 
to the provisos in subsection 4.1(g), be distributed to 
the Transferor on a daily basis.

(THE REMAINDER OF ARTICLE IV IS RESERVED
AND MAY BE SPECIFIED IN ANY SUPPLEMENT
WITH RESPECT TO ANY SERIES)
















                                     70

<PAGE>
ARTICLE V

(ARTICLE V IS RESERVED AND MAY
BE SPECIFIED IN ANY SUPPLEMENT
WITH RESPECT TO ANY SERIES)

















































                                     71

<PAGE>
ARTICLE VI 

THE CERTIFICATES

Section 6.1  The Certificates.  Subject to Sections 6.10 
and 6.11, the Investor Certificates of each Series and 
any class thereof may be issued in bearer form (the 
"Bearer Certificates") with attached interest coupons and 
a special coupon (collectively, the "Coupons") or in 
fully registered form (the "Registered Certificates"), 
and shall be substantially in the form of the exhibits 
with respect thereto attached to the applicable 
Supplement.  The Exchangeable Transferor Certificate 
shall be substantially in the form of Exhibit A.  The 
Investor Certificates and the Exchangeable Transferor 
Certificate shall, upon issue pursuant hereto or to 
Section 6.9 or Section 6.11, be executed and delivered by 
the Transferor to the Trustee for authentication and 
redelivery as provided in Section 6.2.  Any Investor 
Certificates shall be issued in minimum denominations of 
$1,000 and in integral multiples of $1,000 in excess 
thereof, unless otherwise specified in any Supplement.  
If specified in the related Supplement for any Series, 
the Investor Certificates shall be issued upon initial 
issuance as a single certificate in an original principal 
amount equal to the Initial Invested Amount as described 
in Section 6.10.  The Exchangeable Transferor Certificate 
may also be issued in two or more certificates.  Each 
Certificate shall be executed by manual or facsimile 
signature on behalf of the Transferor by its President, 
its Treasurer or any Vice President.  Certificates bear-
ing the manual or facsimile signature of the individual 
who was, at the time when such signature was affixed, 
authorized to sign on behalf of the Transferor or the 
Trustee shall not be rendered invalid, notwithstanding 
that such individual has ceased to be so authorized prior 
to the authentication and delivery of such Certificates 
or does not hold such office at the date of such Certifi-
cates.  No Certificate shall be entitled to any benefit 
under this Agreement or any applicable Supplement, or be 
valid for any purpose, unless there appears on such 
Certificate a certificate of authentication substantially 
in the form provided for herein executed by or on behalf 
of the Trustee by the manual signature of a duly autho-
rized signatory, and such certificate upon any Certifi-
cate shall be conclusive evidence, and the only evidence, 
that such Certificate has been duly authenticated and 







                                     72

<PAGE>
delivered hereunder.  All Certificates shall be dated the 
date of their authentication, except Bearer Certificates 
which shall be dated the Closing Date.
 
Section 6.2  Authentication of Certificates.  
Contemporaneously with the assignment and transfer of the 
Receivables, whether now existing or hereafter created, 
and the other Trust Property to the Trust, the Trustee 
shall authenticate and deliver the initial Series of 
Investor Certificates that is issued upon original issu-
ance to or upon the order of the Transferor against 
payment to the Transferor of the purchase price therefor. 
 The Trustee shall authenticate and deliver the Exchange-
able Transferor Certificate to the Transferor simulta-
neously with its delivery of the initial Series of Inves-
tor Certificates.  Upon an Exchange as provided in Sec-
tion 6.9 of the Agreement and the satisfaction of the 
conditions specified therein, the Trustee shall authenti-
cate and deliver the Investor Certificates of additional 
Series (with the designation provided in the applicable 
Supplement), upon the order of the Transferor, to the 
Persons designated in such Supplement.  Upon the order of 
the Transferor, the Certificates of any Series shall be 
duly authenticated by or on behalf of the Trustee, in 
authorized denominations equal to (in the aggregate) the 
Initial Invested Amount of such Series of Investor Cer-
tificates.  If specified in the related Supplement for 
any Series, the Trustee shall authenticate and deliver 
outside the United States the Global Certificate that is 
issued upon original issuance thereof, upon the written 
order of the Transferor, to the Common Depositary as 
provided in Section 6.10 against payment of the purchase 
price therefor.  If specified in the related Supplement 
for any Series, the Trustee shall authenticate Book-Entry 
Certificates that are issued upon original issuance 
thereof, upon the written order of the Transferor, to a 
Clearing Agency or its nominee as provided in Section 
6.11 against payment of the purchase price thereof.
 
Section 6.3  Registration of Transfer and Exchange of Cer-
tificates.
 
(a)   The Trustee shall cause to be kept at the 
office or agency to be maintained by a transfer agent and 
registrar (which may be the Trustee) (the "Transfer Agent 
and Registrar") in accordance with the provisions of 
subsection 6.3(c) of the Agreement a register (the "Cer-







                                     73

<PAGE>
tificate Register") in which, subject to such reasonable 
regulations as it may prescribe, the Transfer Agent and 
Registrar shall provide for the registration of the 
Registered Certificates and of transfers and exchanges of 
the Registered Certificates as herein provided.  The 
Trustee is hereby initially appointed Transfer Agent and 
Registrar for the purpose of registering the Registered 
Certificates and transfers and exchanges of the Regis-
tered Certificates as herein provided.  The Trustee shall 
be permitted to resign as Transfer Agent and Registrar 
upon 30 days' prior  written notice to the Transferor and 
the Servicer; provided, however, that such resignation 
shall not be effective and the Trustee shall continue to 
perform the duties of Transfer Agent and Registrar until 
the Transferor has appointed a successor Transfer Agent 
and Registrar acceptable to the Transferor and the Trust-
ee.  If specified in the related Supplement for any 
Series of Certificates, the Transferor shall appoint any 
co-transfer agent and co-registrar chosen by the Trans-
feror, and acceptable to the Trustee, including, if and 
so long as the Registered Certificates are listed on the 
Luxembourg Stock Exchange or other stock exchange and 
such exchange shall so require, a co-transfer agent and 
co-registrar in Luxembourg or the location required by 
such other stock exchange.  If specified in such related 
Supplement, so long as the Registered Certificates relat-
ing to such Supplement are outstanding, the Transferor 
shall maintain a co-transfer agent and co-registrar in 
New York City or any other city designated in such Sup-
plement and any reference in this Agreement to the Trans-
fer Agent and Registrar shall include any co-transfer 
agent and co-registrar unless the context requires other-
wise.

Upon surrender for registration of transfer of 
any Registered Certificate at any office or agency of the 
Transfer Agent and Registrar maintained for such purpose, 
the Transferor shall execute, and the Trustee shall 
authenticate and deliver, in the name of the designated 
transferee or transferees, one or more new Registered 
Certificates in authorized denominations of the same 
Series representing like aggregate Undivided Interests.

At the option of any Registered Certificate-
holder, Registered Certificates may be exchanged for 
other Registered Certificates of the same Series in 
authorized denominations of like aggregate Undivided 







                                     74

<PAGE>
Interests, upon surrender of the Registered Certificates 
to be exchanged at any office or agency of the Transfer 
Agent and Registrar maintained for such purpose.  At the 
option of a Bearer Certificateholder, subject to applica-
ble laws and regulations (including, without limitation, 
the Bearer Rules), Bearer Certificates may be exchanged 
for other Bearer Certificates or Registered Certificates 
of the same Series in authorized denominations of like 
aggregate Undivided Interests, upon surrender of the 
Bearer Certificates to be exchanged at an office or 
agency of the Transfer Agent and Registrar located out-
side the United States.  Each Bearer Certificate surren-
dered pursuant to this Section 6.3 shall have attached 
thereto all unmatured Coupons, provided that any Bearer 
Certificate so surrendered after the close of business on 
the Record Date preceding the relevant Distribution Date 
after the related Stated Series Termination Date need not 
have attached the Coupon relating to such Distribution 
Date.  No Registered Certificates may be exchanged for a 
Bearer Certificate.

The preceding provisions of this Section 6.3 
notwithstanding, the Trustee or the Transfer Agent and 
Registrar, as the case may be, shall not be required to 
register the transfer of or exchange any Certificate of 
any Series for a period of 15 days preceding the due date 
for any payment with respect to the Certificates of such 
Series.

Whenever any Investor Certificates of any 
Series are so surrendered for exchange, the Transferor 
shall execute, and the Trustee shall authenticate and the 
Transfer Agent and Registrar shall deliver (in the case 
of Bearer Certificates, outside the United States), the 
Investor Certificates of such Series which the Certifi-
cateholder making the exchange is entitled to receive.  
Every Investor Certificate presented or surrendered for 
registration of transfer or exchange shall be accompanied 
by a written instrument of transfer in a form satisfacto-
ry to the Trustee and the Transfer Agent and Registrar 
duly executed by the Certificateholder thereof or his 
attorney-in-fact duly authorized in writing.

Except as provided in any Supplement, no ser-
vice charge shall be made for any registration of trans-
fer or exchange of Investor Certificates, but the Trans-
fer Agent and Registrar and the Trustee or any co-trans-







                                     75

<PAGE>
fer agent and co-registrar or co-trustee may require 
payment of a sum sufficient to cover any tax or govern-
mental charge that may be imposed in connection with any 
transfer or exchange of Investor Certificates.

All Investor Certificates (together with any 
Coupons attached to Bearer Certificates) surrendered for 
registration of transfer or exchange shall be cancelled 
by the Transfer Agent and Registrar and disposed of in a 
manner satisfactory to the Trustee and the Transferor.  
The Trustee shall cancel and mutilate the Global Certifi-
cate upon its exchange in full for Definitive Certifi-
cates and shall deliver such cancelled and mutilated 
Global Certificate to the Transferor.  The Trustee shall 
state that a certificate or certificates of each Foreign 
Clearing Agency to the effect referred to in Section 6.10 
of this Agreement were received by the Trustee with re-
spect to each portion of the Global Certificate exchanged 
for Definitive Certificates and shall also forward to the 
Transferor a copy of each such certificate or certifi-
cates.

The Transferor shall execute and deliver to the 
Trustee or the Transfer Agent and Registrar, as applica-
ble, Bearer Certificates and Registered Certificates in 
such amounts and at such times as are necessary to enable 
the Trustee to fulfill its responsibilities under this 
Agreement and the Certificates.

(b)   Except as provided in Sections 6.9 and 
7.2, the Transferor's interest in the Exchangeable Trans-
feror Certificate and other amounts payable to the Trans-
feror pursuant to this Agreement shall not be sold, 
transferred, assigned, exchanged, pledged, participated 
or otherwise conveyed, unless (i) the Servicer has deliv-
ered to the Trustee an Officer's Certificate stating that 
such sale, transfer, assignment, exchange, pledge or 
conveyance will not, while any Series of Certificates 
remains outstanding, reduce the Transferor's retained 
interest in the Exchangeable Transferor Certificate below 
the Minimum Transferor Interest Percentage (or such 
greater percentage as may be specified in any Supplement) 
and (ii) the Trustee receives prior to such sale, trans-
fer, assignment, exchange, pledge, participation or 
conveyance written confirmation from each Rating Agency 
assigning a rating for any class of Investor Certificates 
of any then outstanding Series that such transfer, as-







                                     76

<PAGE>
signment, exchange, pledge, participation or conveyance 
will not result in such Rating Agency's reducing or with-
drawing its rating on any then outstanding Series rated 
by it and (iii) the Trustee receives prior thereto an 
Opinion of Counsel to the effect that (x) the conveyed 
interest in the Exchangeable Transferor Certificate will 
be treated as either debt or an interest in a partnership 
for Federal income tax purposes and that the conveyance 
of such interest will not cause the Trust to be charac-
terized for Federal income tax purposes as an association 
or a publicly traded partnership taxable as a corporation 
or otherwise have any material adverse impact on the 
Federal or applicable state income taxation of any out-
standing Series of Investor Certificates or any Certifi-
cate Owner and (y) such transfer will not cause a taxable 
event for Federal income tax purposes to any Investor 
Certificateholder.
 
(c)   The Transfer Agent and Registrar will 
maintain at its expense in the Borough of Manhattan, The 
City of New York (and, if specified in the related Sup-
plement for any Series, Luxembourg (or subject to Section 
6.3(a) of the Agreement any other city designated in such 
Supplement)), an office or offices or agency or agencies 
where Investor Certificates may be surrendered for regis-
tration of transfer or exchange (except that Bearer 
Certificates may not be surrendered for exchange at any 
such office or agency in the United States).
 
(d)   Unless otherwise provided in any related 
Supplement, registration of transfer of Registered Cer-
tificates containing a legend relating to the restric-
tions on transfer of such Registered Certificates (which 
legend shall be set forth in the Supplement relating to 
such Investor Certificates) shall be effected only if:
 
  (i)   the sale is of at least 
U.S. $500,000 principal amount of such Certifi-
cates and (b) a letter from the purchaser sat-
isfactory to counsel to the Servicer is execut-
ed and received; or
 
  (ii)   (a) the Registered Certif-
icates are transferred in compliance with Rule 
144 (or any amendment thereto) or Rule 144A (or 
any amendment thereto) under the Securities 
Act, and (b) a letter from the purchaser satis-







                                     77

<PAGE>
factory to counsel to the Servicer is executed 
and received; or
 
  (iii)   the Registered Certifi-
cates are sold or otherwise transferred in any 
other transaction that does not require regis-
tration under the Securities Act, and, if the 
Transferor, the Servicer, the Trustee or the 
Transfer Agent and Registrar so request, an 
Opinion of Counsel satisfactory to it, in form 
and substance satisfactory to it, is furnished 
to such effect.

Registered Certificates issued upon registra-
tion of transfer of, or Registered Certificates issued in 
exchange for, Registered Certificates bearing the legend 
referred to above shall also bear such legend unless the 
Transferor, the Servicer, the Trustee and the Transfer 
Agent and Registrar receive an Opinion of Counsel satis-
factory to each of them, to the effect that such legend 
may be removed.

Whenever a Registered Certificate containing 
the legend set forth in the related Supplement is pre-
sented to the Transfer Agent and Registrar for registra-
tion of transfer, the Transfer Agent and Registrar shall 
promptly seek written instructions from the Servicer 
regarding such transfer.  The Transfer Agent and Regis-
trar and the Trustee shall be entitled to receive written 
instructions signed by a Servicing Officer prior to 
registering any such transfer or authenticating new 
Registered Certificates, as the case may be.  The 
Servicer hereby agrees to indemnify the Transfer Agent 
and Registrar and the Trustee and to hold each of them 
harmless against any loss, liability or expense incurred 
without negligence or bad faith on their part arising out 
of or in connection with actions taken or omitted by them 
in reliance on and in accordance with any such written 
instructions furnished pursuant to this subsection 
6.3(d).

Section 6.4  Mutilated, Destroyed, Lost or Stolen Certifi-
cates.  If (a) any mutilated Certificate (together, in 
the case of Bearer Certificates, with all unmatured 
Coupons (if any) appertaining thereto) is surrendered to 
the Transfer Agent and Registrar, or the Transfer Agent 
and Registrar receives evidence to its satisfaction of 







                                     78

<PAGE>
the destruction, loss or theft of any Certificate and (b) 
there is delivered to the Transfer Agent and Registrar, 
the Trustee and the Transferor such security or indemnity 
as may be required by them to save each of them harmless, 
then, in the absence of notice to the Trustee that such 
Certificate has been acquired by a bona fide purchaser, 
the Transferor shall execute and the Trustee shall au-
thenticate and the Transfer Agent and Registrar shall 
deliver (in the case of Bearer Certificates, outside the 
United States), in exchange for or in lieu of any such 
mutilated, destroyed, lost or stolen Certificate, a new 
Certificate of like tenor and aggregate Undivided Inter-
est, if applicable.  In connection with the issuance of 
any new Certificate under this Section 6.4, the Trustee 
or the Transfer Agent and Registrar may require the 
payment by the Certificateholder of a sum sufficient to 
cover any tax or other governmental charge that may be 
imposed in relation thereto and any other expenses (in-
cluding those incurred by the Trustee or the Transfer 
Agent and Registrar) connected therewith.  Any duplicate 
Certificate issued pursuant to this Section 6.4 shall 
constitute complete and indefeasible evidence of owner-
ship in the Trust, as if originally issued, whether or 
not the lost, stolen or destroyed Certificate shall be 
found at any time.
 
Section 6.5   Persons Deemed Owners.  Prior to due 
presentation of a Certificate (other than a Bearer 
Certificate) for registration of transfer, the Trustee, 
the Paying Agent, the Transfer Agent and Registrar and 
any agent of any of them may treat the person in whose 
name any Certificate is registered as the owner of such 
Certificate for the purpose of receiving distributions 
pursuant to Article IV and Article XII hereof and for all 
other purposes whatsoever, and neither the Trustee, the 
Paying Agent, the Transfer Agent and Registrar nor any 
agent of any of them shall be affected by any notice to 
the contrary.  In the case of a Bearer Certificate, the 
Trustee, the Paying Agent, the Transfer Agent and Regis-
trar and any agent of any of them may treat the bearer of 
a Bearer Certificate or Coupon as the owner of such 
Bearer Certificate or Coupon for the purpose of receiving 
distributions pursuant to Article IV and Article XII 
hereof and for all other purposes whatsoever, and neither 
the Trustee, the Paying Agent, the Transfer Agent and 
Registrar nor any agent of any of them shall be affected 
by any notice to the contrary.  Notwithstanding the 







                                     79

<PAGE>
foregoing provisions of this Section 6.5, in determining 
whether the holders of the requisite Undivided Interests 
have given any request, demand, authorization, direction, 
notice, consent or waiver hereunder, Certificates owned 
by the Transferor, the Servicer or any affiliate thereof 
(as defined in Rule 405 under the Securities Act) shall 
be disregarded and deemed not to be outstanding, except 
that, in determining whether the Trustee shall be pro-
tected in relying upon any such request, demand, authori-
zation, direction, notice, consent or waiver, only Cer-
tificates which the Trustee knows to be so owned shall be 
so disregarded.  Certificates so owned which have been 
pledged in good faith shall not be disregarded and may be 
regarded as outstanding if the pledgee establishes to the 
satisfaction of the Trustee the pledgee's right so to act 
with respect to such Certificates and that the pledgee is 
not the United States, the Servicer or an affiliate 
thereof (as defined above).
 
Section 6.6  Appointment of Paying Agent.  The Paying 
Agent shall make distributions to Investor Certif-
icateholders from the Collection Account (or any other 
account or accounts maintained for the benefit of Certif-
icateholders as specified in the related Supplement for 
any Series) pursuant to Articles IV and V hereof.  Any 
Paying Agent shall have the revocable power to withdraw 
funds from the Collection Account (or any other account 
or accounts maintained for the benefit of Certificate-
holders as specified in the related Supplement for any 
Series) for the purpose of making distributions referred 
to above.  The Trustee (or the Transferor if the Trustee 
is the Paying Agent) may revoke such power and remove the 
Paying Agent if the Trustee (or the Transferor if the 
Trustee is the Paying Agent) determines in its sole dis-
cretion that the Paying Agent shall have failed to per-
form its obligations under this Agreement in any material 
respect.  The Paying Agent shall initially be the Trustee 
and any co-paying agent chosen by the Transferor and 
acceptable to the Trustee, including, if and so long as 
any Series of Investor Certificates is listed on the 
Luxembourg Stock Exchange or other stock exchange and 
such exchange so requires, a co-paying agent in Luxem-
bourg or the location of such other stock exchange.  The 
Trustee shall be permitted to resign as Paying Agent upon 
30 days' written notice to the Servicer and the Transfer-
or.  Such resignation of the Trustee shall become effec-
tive only upon the appointment of a successor Paying 







                                     80

<PAGE>
Agent, pursuant to this Section 6.6.  The Transferor 
shall notify each Rating Agency assigning a rating for 
any class of Investor Certificates of any then outstand-
ing Series of any resignation or replacement of the 
Paying Agent.  In the event that the Trustee shall no 
longer be the Paying Agent, the Transferor shall appoint 
a successor to act as Paying Agent.  The Trustee shall 
cause the initial Paying Agent and each successor Paying 
Agent or any additional Paying Agent appointed by the 
Transferor to execute and deliver to the Trustee an 
instrument in which such initial or successor Paying 
Agent or additional Paying Agent shall agree with the 
Trustee that, as Paying Agent, such initial or successor 
Paying Agent or additional Paying Agent will hold all 
sums, if any, held by it for payment to the Investor 
Certificateholders in trust for the benefit of the Inves-
tor Certificateholders entitled thereto until such sums 
shall be paid to such Certificateholders.  The Paying 
Agent shall return all unclaimed funds to the Trustee and 
upon removal of a Paying Agent shall also return all 
funds in its possession to the Trustee.  The provisions 
of Sections 11.1, 11.2 and 11.3 of the Agreement shall 
apply to the Trustee also in its role as Paying Agent, 
for so long as the Trustee shall act as Paying Agent.  
Any reference in this Agreement to the Paying Agent shall 
include any co-paying agent unless the context requires 
otherwise.

If specified in the related Supplement for any 
Series, so long as the Investor Certificates of such 
Series are outstanding, the Transferor shall, if the 
Paying Agent is not located in New York City, appoint a 
co-paying agent in New York City (for Registered Certifi-
cates only) or any other city designated in such Supple-
ment which, if and so long as any Series of Investor 
Certificates is listed on the Luxembourg Stock Exchange 
or other stock exchange and such exchange so requires, 
shall be in Luxembourg or the location required by such 
other stock exchange.

Section 6.7  Access to List of Certificateholders' Names 
and Addresses.  The Trustee will furnish or cause to be 
furnished by the Transfer Agent and Registrar to the 
Servicer or the Paying Agent (or any agent thereof), 
within five Business Days after receipt by the Trustee of 
a request therefor from the Servicer or the Paying Agent, 
respectively, in writing, a list in such form as the 







                                     81

<PAGE>
Servicer or the Paying Agent may reasonably require, of 
the names and addresses of the Investor Certificatehold-
ers (other than Bearer Certificateholders).  Unless 
otherwise provided in the related Supplement, if Holders 
representing Undivided Interests aggregating not less 
than 10% of the Invested Amount of the Investor Certifi-
cates of such Series (the "Applicants") apply in writing 
to the Trustee, and such application states that the 
Applicants desire to communicate with other Investor 
Certificateholders of such Series with respect to their 
rights under this Agreement or under the Investor Certif-
icates and is accompanied by a copy of the communication 
which such Applicants propose to transmit, then the 
Trustee, after having been adequately indemnified by such 
Applicants for its costs and expenses, shall afford or 
shall cause the Transfer Agent and Registrar to afford 
such Applicants access during normal business hours to 
the most recent list of Certificateholders (other than 
Bearer Certificateholders) held by the Trustee, and shall 
give the Servicer notice that such request has been made 
within five Business Days after the receipt of such 
application.  Such list shall be as of a date no more 
than 45 days prior to the date of receipt of such 
Applicants' request.

Every Certificateholder, by receiving and 
holding a Certificate agrees with the Trustee that nei-
ther the Trustee, the Transfer Agent and Registrar, nor 
any of their respective agents shall be held accountable 
by reason of the disclosure of any such information as to 
the names and addresses of the Certificateholders (other 
than Bearer Certificateholders) hereunder, regardless of 
the sources from which such information was derived.

Section 6.8  Authenticating Agent.
 
(a)   The Trustee may appoint one or more au-
thenticating agents with respect to the Certificates 
which shall be authorized to act on behalf of the Trustee 
in authenticating the Certificates in connection with the 
issuance, delivery, registration of transfer, exchange or 
repayment of the Certificates.  Whenever reference is 
made in this Agreement to the authentication of Certifi-
cates by the Trustee or the Trustee's certificate of 
authentication, such reference shall be deemed to include 
authentication on behalf of the Trustee by an authenti-
cating agent and a certificate of authentication executed 







                                     82

<PAGE>
on behalf of the Trustee by an authenticating agent.  
Each authenticating agent must be reasonably acceptable 
to the Transferor.
 
(b)   Any institution succeeding to the corpo-
rate agency business of an authenticating agent shall 
continue to be an authenticating agent without the execu-
tion or filing of any paper or any further act on the 
part of the Trustee or such authenticating agent.
 
(c)   An authenticating agent may at any time 
resign by giving written notice of resignation to the 
Trustee and to the Transferor.  The Trustee may at any 
time terminate the agency of an authenticating agent by 
giving notice of termination to such authenticating agent 
and to the Transferor.  Upon receiving such a notice of 
resignation or upon such a termination, or in case at any 
time an authenticating agent shall cease to be acceptable 
to the Trustee or the Transferor, the Trustee promptly 
may appoint a successor authenticating agent.  Any suc-
cessor authenticating agent upon acceptance of its ap-
pointment hereunder shall become vested with all the 
rights, powers and duties of its predecessor hereunder, 
with like effect as if originally named as an authenti-
cating agent.  No successor authenticating agent shall be 
appointed unless acceptable to the Trustee and the Trans-
feror.
 
(d)   The Servicer agrees to pay, on behalf of 
the Trust, to each authenticating agent from time to time 
reasonable compensation for its services under this 
Section 6.8.
 
(e)   The provisions of Sections 11.1, 11.2 and 
11.3 of the Agreement shall be applicable to any authen-
ticating agent.
 
(f)   Pursuant to an appointment made under this 
Section 6.8, the Certificates may have endorsed thereon, 
in lieu of the Trustee's certificate of authentication, 
an alternate certificate of authentication in substan-
tially the following form:

This is one of the Certificates described in 
the Master Pooling and Servicing Agreement.









                                     83

<PAGE>
                                    _______________________
                                    as Authenticating Agent
                                    for the Trustee,


                                    By:____________________
                                         Authorized Officer

Section 6.9  Tender of Exchangeable Transferor 
Certificate.
 
(a)   Upon any Exchange, the Trustee shall issue 
to the Transferor under Section 6.1 of the Agreement for 
execution and redelivery to the Trustee for authentica-
tion under Section 6.2 of the Agreement one or more new 
Series of Investor Certificates.  Any such Series of 
Investor Certificates shall be substantially in the form 
specified in the applicable Supplement and shall bear, 
upon its face, the designation for such Series to which 
it belongs so selected by the Transferor.  Except as 
specified in any Supplement for a related Series, all 
Investor Certificates of any Series shall be equally and 
ratably entitled as provided herein to the benefits 
hereof without preference, priority or distinction on 
account of the actual time or times of authentication and 
delivery, all in accordance with the terms and provisions 
of this Agreement and the applicable Supplement.
 
(b)   The Transferor may tender the Exchangeable 
Transferor Certificate to the Trustee in exchange for (i) 
one or more newly issued Series of Investor Certificates 
and (ii) a reissued Exchangeable Transferor Certificate 
(any such tender an "Exchange").  The Transferor may 
perform an Exchange by notifying the Trustee, in writing 
at least three days in advance (an "Exchange Notice") of 
the date upon which the Exchange is to occur (an "Ex-
change Date").  Any Exchange Notice shall state the 
designation of any Series to be issued on the Exchange 
Date and, with respect to each such Series:  (x) its 
Initial Invested Amount (or the method for calculating 
such Initial Invested Amount), if any, which, in the 
aggregate, at any time, may not be greater than the 
current principal amount of the Exchangeable Transferor 
Certificate less the product of the Minimum Transferor 
Percentage and the Aggregate Principal Receivables at 
such time, and (y) its Certificate Rate (or the method 








                                     84

<PAGE>
for allocating interest payments or other cash flow to 
such Series), if any.  On the Exchange Date, the Trustee 
shall only authenticate and deliver any such Series upon 
delivery to it of the following:  (A) a Supplement in 
form satisfactory to the Trustee executed by the Trans-
feror and specifying the Principal Terms of such Series, 
(B) the applicable Enhancement, if any, (C) an Opinion of 
Counsel to the effect that the newly issued Series of 
Investor Certificates will be characterized as either 
indebtedness or an interest in a partnership under exist-
ing law for Federal income tax purposes and that the 
issuance of the newly issued Series of Investor Certifi-
cates will not have any material adverse impact on the 
Federal income tax characterization of any outstanding 
Series of Investor Certificates that have been the sub-
ject of a previous opinion of tax counsel or result in 
the Trust being taxable as an association or as a public-
ly traded partnership taxable as a corporation for Feder-
al or applicable state tax purposes (such opinion, a "Tax 
Opinion"), (D) an agreement, if any, pursuant to which 
the Enhancement Provider agrees to provide Enhancement, 
(E) written confirmation from each Rating Agency assign-
ing a rating for any class of Investor Certificates of 
any then outstanding Series that the Exchange will not 
result in such Rating Agency's reducing or withdrawing 
its rating on any then outstanding Series rated by it and 
(F) the existing Exchangeable Transferor Certificate.  
Upon satisfaction of such conditions, the Trustee shall 
cancel the existing Exchangeable Transferor Certificate 
and issue, as provided above, such Series of Investor 
Certificates and new Exchangeable Transferor Certificate, 
dated the Exchange Date.  There is no limit to the number 
of Exchanges that may be performed under this Agreement.
 
(c)   In conjunction with an Exchange, the 
parties hereto shall execute a Supplement, which shall 
specify the relevant terms with respect to any Series of 
Investor Certificates, which may include, without limita-
tion:  (i) its name or designation, (ii) an Initial 
Invested Amount or the method of calculating the Initial 
Invested Amount, (iii) a Certificate Rate (or formula for 
the determination thereof), (iv) the rights of the Holder 
of the Exchangeable Transferor Certificate that have been 
transferred to the Holders of such Series pursuant to 
such Exchange (including any rights to allocations of 
Principal Collections), (v) the interest payment date or 
dates and the date or dates from which interest shall 







                                     85

<PAGE>
accrue, (vi) the method of allocating Collections of 
Principal Receivables for such Series and, if applicable, 
with respect to other Series and the method by which the 
principal amount of Investor Certificates of such Series 
shall amortize or accrete and the method for allocating 
Collections of Finance Charge Receivables and Receivables 
in Defaulted Accounts, (vii) the names of any accounts to 
be used by such Series and the terms governing the opera-
tion of any such account, (viii) the Servicing Fee Per-
centage, (ix) the Minimum Transferor Interest Percentage, 
(x) the Minimum Aggregate Principal Receivables, (xi) the 
Stated Series Termination Date, (xii) the terms of any 
Enhancement, (xiii) the Enhancement Provider, (xiv) the 
base rate, if any, (xv) the Repurchase Terms or the terms 
on which the Certificates of such Series may be 
remarketed to other investors, (xvi) any deposit into any 
account provided for such Series, (xvii) the number of 
classes of such Series, and if more than one class, the 
rights and priorities of each such class, (xviii) the 
extent to which the Investor Certificates will be issu-
able in temporary or permanent global form, and in such 
case, the depository for such global certificate or 
certificates, the terms and conditions, if any, upon 
which such global certificate may be exchanged in whole 
or in part for Definitive Certificates, and the manner in 
which any interest payable on a temporary or global 
certificate will be paid, (xix) whether the Certificates 
may be issued in bearer form and any limitations imposed 
thereon and provisions relating to compliance with appli-
cable laws and rules for bearer instruments, (xx) the 
priority of any Series with respect to any other Series, 
and (xxi) any other relevant terms of such Series (all 
such terms, the "Principal Terms" of such Series).  If on 
the date of the issuance of such Series there is issued 
and outstanding no Series of Investor Certificates which 
is currently rated by a Rating Agency, then as a condi-
tion to such Exchange a nationally recognized investment 
banking firm or commercial bank shall also deliver to the 
Trustee an officer's certificate stating, in substance, 
that the Exchange will not have an adverse effect on the 
timing or distribution of payments to such other Series 
of Investor Certificates then issued and outstanding.
 
(d)  In connection with the creation or sale of 
any additional interest in the Trust or the Receivables, 
whether or not designated as an Exchange (including, but 
not limited to, the receipt by the Trust or the Transfer-







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<PAGE>
or of the proceeds of any loan or additional loan provid-
ed by an Enhancement Provider), the Transferor shall 
deliver to the Trustee and each Rating Agency assigning a 
rating for any class of Investor Certificates of any then 
outstanding Series a Tax Opinion with respect to such 
interest if so requested by any such Rating Agency.
 
Section 6.10  Global Certificate; Euro-Certificate Exchange 
Date.
 
(a)   If specified in the related Supplement for 
any Series, the Investor Certificates may be initially 
issued in the form of a single temporary Global Certifi-
cate (the "Global Certificate") in bearer form, without 
interest coupons, in the denomination of the Initial 
Invested Amount and substantially in the form attached to 
the applicable Supplement.  Unless otherwise specified in 
the applicable Supplement, the provisions of this Section 
6.10 shall apply to such Global Certificate.  The Global 
Certificate will be authenticated by the Trustee upon the 
same conditions, in substantially the same manner and 
with the same effect as the Definitive Certificates.  The 
Global Certificate may be exchanged as described in this 
Section 6.10 or in the applicable Supplement for Bearer 
and/or Registered Certificates in definitive form (the 
"Definitive Euro-Certificates").  Notwithstanding the 
foregoing, no Certificates shall be issued in bearer form 
unless the Transferor has determined, and delivers an 
Opinion of Counsel to the Trustee substantially to the 
effect that, the terms and procedures governing issuance 
and transfer of such Certificates result in favorable 
treatment to Investor Certificateholders under the Bearer 
Rules.
 
(b)   The Manager shall, upon its determination 
of the date of completion of the distribution of the 
Certificates, so advise the Trustee, the Transferor, the 
Common Depositary, and each Foreign Clearing Agency in 
writing forthwith.  Without unnecessary delay, but prior 
to the Euro-Certificate Exchange Date, the Transferor 
will execute and deliver to the Trustee at its office or 
to the Trustee's designated agent outside the United 
States definitive Bearer Certificates in an aggregate 
principal amount equal to the Initial Invested Amount.  
All Bearer Certificates so issued and delivered will have 
Coupons attached.  The Global Certificate may be ex-
changed for an equal aggregate principal amount of Defin-







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<PAGE>
itive Euro-Certificates only on or after the Euro-Certif-
icate Exchange Date.  A United States institutional 
investor will be required to deliver to the Transferor, 
the Trustee and the Manager at the time of its purchase 
of Registered Certificates a signed certificate substan-
tially in the form attached to the Supplement for the 
related Series.  Upon any demand for exchange for Defini-
tive Certificates in accordance with this paragraph, the 
Transferor shall cause the Trustee to authenticate and 
deliver the Definitive Certificates to the Holder (x) 
outside the United States, in the case of Bearer Certifi-
cates, and (y) according to the instructions of the 
Holder, in the case of Registered Certificates, but only 
upon presentation to the Trustee of a written statement 
substantially in the form attached to the Supplement for 
the related Series with respect to the Global Certificate 
or portion thereof being exchanged, signed by a Foreign 
Clearing Agency, to the effect that it has received in 
writing or by tested telex a certification substantially 
in the form of the certificate attached to the Supplement 
for the related Series, such certificate being dated no 
earlier than 15 days prior to the Euro-Certificate Ex-
change Date and signed by or on behalf of the person 
appearing in the records of a Foreign Clearing Agency as 
the beneficial owner of the Global Certificate or portion 
thereof being exchanged.  Upon receipt of such certifica-
tion, the Trustee shall cause the Global Certificate to 
be endorsed in accordance with paragraph (d) below.  
Unless otherwise provided in the applicable Supplement, 
any exchange as provided in this subsection 6.10(b) shall 
be made free of charge to the holders and the beneficial 
owners of the Global Certificate and to the beneficial 
owners of the Definitive Euro-Certificates issued in 
exchange, except that a person receiving Definitive Euro-
Certificates must bear the cost of insurance, postage, 
transportation and the like in the event that such person 
does not receive such Definitive Euro-Certificates in 
person at the offices of a Foreign Clearing Agency.
 
(c)   The delivery to the Trustee by a Foreign 
Clearing Agency of any written statement referred to 
above may be relied upon by the Transferor and the Trust-
ee as conclusive evidence that a corresponding certifica-
tion or certifications has or have been delivered to such 
Foreign Clearing Agency, pursuant to the terms of this 
Agreement.








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<PAGE>
(d)   Upon any such exchange of all or a portion 
of the Global Certificate for a Definitive Euro-Certifi-
cate or Certificates, such Global Certificate shall be 
endorsed by or on behalf of the Trustee to reflect the 
reduction of its principal amount by an amount equal to 
the aggregate principal amount of such Definitive Euro-
Certificate or Certificates.  Until so exchanged in full, 
such Global Certificate shall in all respects be entitled 
to the same benefits under this Agreement as Definitive 
Euro-Certificates authenticated and delivered hereunder 
except that the beneficial owners of such Global Certifi-
cate shall not be entitled to receive payments of inter-
est on the Certificates until they have exchanged their 
beneficial interests in such Global Certificate for 
Definitive Euro-Certificates.
 
Section 6.11  Book-Entry Certificates.  Unless otherwise 
provided in any related Supplement, the Investor Certifi-
cates, upon original issuance, will be issued in the form 
of the requisite number of typewritten Certificates 
representing the Book-Entry Certificates, to be delivered 
to The Depository Trust Company, the initial Clearing 
Agency, by, or on behalf of, the Transferor.  The Inves-
tor Certificates shall initially be registered on the 
Certificate Register in the name of CEDE & Co., the 
nominee of the Clearing Agency, and no Certificate Owner 
will receive a definitive certificate representing such 
Certificate Owner's interest in the Investor Certifi-
cates, except as provided in Section 6.13 of the Agree-
ment.  Unless and until definitive, fully registered 
Investor Certificates (the "Definitive Certificates") 
have been issued to Certificate Owners pursuant to Sec-
tion 6.13 of the Agreement:
 
  (i)   the provision of this Section 6.11 
shall be in full force and effect;
 
  (ii)   the Transferor, the Servicer, the 
Paying Agent, the Transfer Agent and Registrar 
and the Trustee may deal with the Clearing 
Agency and the Clearing Agency Participants for 
all purposes (including the making of distribu-
tions on the Investor Certificates) as the 
authorized representatives of the Certificate 
Owners;









                                     89

<PAGE>
  (iii)   to the extent that the provisions 
of this Section 6.11 conflict with any other 
provisions of this Agreement, the provisions of 
this Section 6.11 shall control;
 
  (iv)   the rights of Certificate Owners 
shall be exercised only through the Clearing 
Agency and the Clearing Agency Participants and 
shall be limited to those established by law 
and agreements between such Certificate Owners 
and the Clearing Agency and/or the Clearing 
Agency Participants.  Pursuant to the Deposito-
ry Agreement, unless and until Definitive Cer-
tificates are issued pursuant to Section 6.13 
of the Agreement, the initial Clearing Agency 
will make book-entry transfers among the Clear-
ing Agency Participants and receive and trans-
mit distributions of principal and interest on 
the Investor Certificates to such Clearing 
Agency Participants; and
 
  (v)   whenever this Agreement requires or 
permits actions to be taken based upon instruc-
tions or directions of a specified percentage 
of the Invested Amount of any or all Series of 
Certificates outstanding, the Clearing Agency 
shall be deemed to represent such percentage 
only to the extent that it has received in-
structions to such effect from Certificate 
Owners and/or Clearing Agency Participants 
owning or representing, respectively, such 
required percentage of the beneficial interest 
in Investor Certificates.
 
Section 6.12  Notices to Clearing Agency.  Whenever notice 
or other communication to the Investor Certificateholders 
is required under this Agreement or any Supplement, 
unless and until Definitive Certificates shall have been 
issued to Certificate Owners pursuant to Section 6.13 of 
the Agreement, the Trustee, the Servicer and the Paying 
Agent, to the extent any of them is obligated hereunder 
or under any Supplement to give notices and communica-
tions to Investor Certificateholders, shall give or cause 
to be given all such notices and communications specified 
herein or therein to be given to Holders of the Investor 
Certificates to the Clearing Agencies.








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<PAGE>
Section 6.13  Definitive Certificates.  If Book-Entry 
Certificates have been issued pursuant to Section 6.11 
and if (i)(A) the Transferor advises the Trustee in 
writing that the Clearing Agency is no longer willing or 
able to discharge properly its responsibilities under the 
Depository Agreement, and (B) the Trustee or the 
Transferor is unable to locate a qualified successor 
(which successor must be treated as maintaining a book-
entry system within the meaning of Section 163(f)(3) of 
the Internal Revenue Code), (ii) the Transferor at its 
option, advises the Trustee in writing that it elects to 
terminate the book-entry system through the applicable 
Clearing Agency with respect to the Certificates or (iii) 
after the occurrence of a Servicer Default, Certificate 
Owners representing beneficial interests aggregating more 
than 50% of the Invested Amount of any Series advise the 
Trustee and the Clearing Agency through the applicable 
Clearing Agency Participants in writing that the continu-
ation of a book-entry system through the Clearing Agency 
is no longer in the best interests of the Certificate 
Owners, the Trustee shall notify all Certificate Owners, 
through each applicable Clearing Agency Participant, of 
the occurrence of any such event and of the availability 
of Definitive Certificates to Certificate Owners request-
ing the same.  Upon surrender to the Trustee of the 
Investor Certificates by the Clearing Agency, accompanied 
by registration instructions from the Clearing Agency for 
registration, the Trustee shall issue the Definitive 
Certificates.  Neither the Transferor, the Transfer Agent 
and Registrar nor the Trustee shall be liable for any 
delay in delivery of such instructions and may conclu-
sively rely on, and shall be protected in relying on, 
such instructions.  Upon the issuance of Definitive 
Certificates all references herein to obligations imposed 
upon or to be performed by the Clearing Agency shall be 
deemed to be imposed upon and performed by the Trustee to 
the extent applicable with respect to such Definitive 
Certificates and the Trustee shall recognize the Holders 
of the Definitive Certificates as Certificateholders 
hereunder.
 
Section 6.14  Meetings of Certificateholders.
 
(a)   Unless not permitted by the Supplement for 
any Series issued in whole or in part in Bearer Certifi-
cates, the Transferor, the Servicer or the Trustee may at 
any time call a meeting of the Certificateholders of such 







                                     91

<PAGE>
Series or of all Series, to be held at such time and at 
such place as the Transferor, the Servicer or the Trust-
ee, as the case may be, shall determine, for the purpose 
of approving a modification of or amendment to, or ob-
taining a waiver of, any covenant or condition set forth 
in this Agreement with respect to such Series or in the 
Certificates of such Series, subject to Section 13.1 of 
the Agreement.  References in this Section to Certifi-
cateholders shall be deemed to refer to the Exchangeable 
Transferor Certificates and only those Series of Investor 
Certificates for which this Section 6.14 is applicable.  
Notice of any meeting of Certificateholders, setting 
forth the time and place of such meeting and in general 
terms the action proposed to be taken at such meeting, 
shall be given in accordance with Section 13.5 of the 
Agreement and at least once in an Authorized Newspaper 
and, if and for so long as the Certificates are listed on 
the Luxembourg Stock Exchange or other stock exchange and 
such exchange so requires, in a newspaper of general 
circulation in Luxembourg (which newspaper shall be 
printed in the English or French language and customarily 
published on each business day in Luxembourg) or the 
location required by such other stock exchange, the first 
publication to be not less than 20 nor more than 180 days 
prior to the date fixed for the meeting.  To be entitled 
to vote at any meeting of Certificateholders, a person 
shall be (i) a Holder of one or more Certificates of the 
applicable Series or (ii) a person appointed by an in-
strument in writing as proxy by the Holder of one or more 
Certificates.  The only Persons who shall be entitled to 
be present or to speak to any meeting of Certificatehold-
ers shall be the Persons entitled to vote at such meeting 
and their counsel and any representatives of the Trans-
feror, the Servicer and the Trustee and their respective 
counsels.
 
(b)   At a meeting of Investor Certificatehold-
ers, persons entitled to vote Investor Certificates 
evidencing Undivided Interests aggregating a majority of 
the Invested Amount of the applicable Series or all 
outstanding Series, as the case may be, shall constitute 
a quorum.  No business shall be transacted in the absence 
of a quorum, unless a quorum is present when the meeting 
is called to order.  In the absence of a quorum at any 
such meeting, the meeting may be adjourned for a period 
of not less than 10 days; in the absence of a quorum at 
any such adjourned meeting, such adjourned meeting may be 







                                     92

<PAGE>
further adjourned for a period of not less than 10 days; 
at the reconvening of any meeting further adjourned for 
lack of a quorum, the Persons entitled to vote at least 
25% in Undivided Interest of the applicable Series or all 
outstanding Series, as the case may be, shall constitute 
a quorum for the taking of any action set forth in the 
notice of the original meeting.  Notice of the reconven-
ing of any adjourned meeting shall be given as provided 
above except that such notice must be given not less than 
five days prior to the date on which the meeting is 
scheduled to be reconvened.  Notice of the reconvening of 
an adjourned meeting shall state expressly the percentage 
of the aggregate principal amount of the outstanding 
Investor Certificates which shall constitute a quorum.
 
(c)   Any Certificateholder who has executed an 
instrument in writing appointing a person as proxy shall 
be deemed to be present for the purposes of determining a 
quorum and be deemed to have voted; provided that such 
Certificateholder shall be considered as present or 
voting only with respect to the matters covered by such 
instrument in writing.  Subject to the provisions of 
Section 13.1 of the Agreement, any resolution passed or 
decision taken at any meeting of Investor Certificate-
holders duly held in accordance with this Section 6.14 
shall be binding on all the Investor Certificateholders 
whether or not present or represented at the meeting.
 
(d)   The holding of Bearer Certificates shall 
be proved by the production of such Bearer Certificates 
or by a certificate, satisfactory to the Servicer and the 
Trustee, executed by any bank, trust company or recog-
nized securities dealer, wherever situated, satisfactory 
to the Servicer and the Trustee.  Each such certificate 
shall be dated and shall state that on the date thereof a 
Bearer Certificate bearing a specified serial number was 
deposited with or exhibited to such bank, trust company 
or recognized securities dealer by the person named in 
such certificate.  Any such certificate may be issued in 
respect of one or more Bearer Certificates specified 
therein.  The holding by the person named in any such 
certificate of any Bearer Certificate specified therein 
shall be presumed to continue for a period of one year 
from the date of such certificate unless at the time of 
any determination of such holding (i) another certificate 
bearing a later date issued in respect of the same Bearer 
Certificate shall be produced, (ii) the Bearer Certifi-







                                     93

<PAGE>
cate specified in such certificate shall be produced by 
some other person or (iii) the Bearer Certificate speci-
fied in such certificate shall have ceased to be out-
standing.  The appointment of any proxy shall be proved 
by having the signature of the person executing the proxy 
guaranteed by any bank, trust company or recognized 
securities dealer satisfactory to the Trustee.  The 
holding of Registered Certificates shall be proved by the 
Certificate Register or by a certificate or certificates 
of the Transfer Agent and Registrar.
 
(e)   The Trustee shall appoint a temporary 
chairman of the meeting.  A permanent chairman and a 
permanent secretary of the meeting shall be elected by 
vote of the holders of a majority in Undivided Interest 
of the Certificates of such Series represented at the 
meeting.  No vote shall be cast or counted at any meeting 
in respect of any Certificate challenged as not outstand-
ing and ruled by the chairman of the meeting to be not 
outstanding.  The chairman of the meeting shall have no 
right to vote except as a Certificateholder or proxy.  
Any meeting of Certificateholders duly called at which a 
quorum is present may be adjourned from time to time, and 
the meeting may be held as so adjourned without further 
notice.
 
(f)   The vote upon any resolution submitted to 
any meeting of Certificateholders shall be by written 
ballot on which shall be subscribed the signatures of the 
Certificateholders or proxies and on which shall be 
inscribed the serial number or numbers of the Certifi-
cates held or represented by them.  The permanent chair-
man of the meeting shall appoint two inspectors of votes 
who shall count all votes cast at the meeting for or 
against any resolution and who shall make and file with 
the secretary of the meeting their verified written 
reports in duplicate of all votes cast at the meeting.  A 
record in duplicate of the proceedings of each meeting of 
Certificateholders shall be prepared by the secretary of 
the meeting and there shall be attached to said record 
the original reports of the inspectors of votes on any 
vote by ballot taken thereat and affidavits by one or 
more persons having knowledge of the facts setting forth 
a copy of the notice of the meeting and showing that said 
notice was published as provided above.  The record shall 
be signed and verified by the permanent chairman and 
secretary of the meeting and one of the duplicates shall 







                                     94

<PAGE>
be delivered to the Servicer and the other to the Trustee 
to be preserved by the Trustee, the latter to have at-
tached thereto the ballots voted at the meeting.  Any 
record so signed and verified shall be conclusive evi-
dence of the matters therein stated.

(END OF ARTICLE VI)















































                                     95

<PAGE>
ARTICLE VII

OTHER MATTERS RELATING
TO THE TRANSFEROR

Section 7.1  Liability of the Transferor.  The Transferor 
shall be liable in accordance herewith only to the extent 
of the obligations specifically undertaken by such Trans-
feror.
 
Section 7.2  Merger or Consolidation of, or Assumption of 
the Obligations of, the Transferor.  (a) The Transferor 
shall not consolidate with or merge into any other 
business entity or convey or transfer its properties and 
assets substantially as an entirety to any Person, 
unless:
 
  (i)   the business entity formed by such 
consolidation or into which the Transferor is 
merged or the Person which acquires by convey-
ance or transfer the properties and assets of 
the Transferor substantially as an entirety 
shall be organized and existing under the laws 
of the United States of America or any State or 
the District of Columbia, and shall be a na-
tional banking association, state banking cor-
poration or other entity which is not subject 
to the bankruptcy laws of the United States of 
America, and if the Transferor is not the sur-
viving entity, shall expressly assume, by an 
agreement supplemental hereto, executed and 
delivered to the Trustee, in form satisfactory 
to the Trustee, the performance of every cove-
nant and obligation of the Transferor, as ap-
plicable hereunder and shall benefit from all 
the rights granted to the Transferor, as appli-
cable hereunder.  (To the extent that any 
right, covenant or obligation of the Transferor 
is inapplicable to the successor entity, such 
successor entity shall be subject to such cove-
nant or obligation, or benefit from such right, 
as would apply, to the extent practicable, to 
such successor entity);
 
  (ii)   the Transferor has delivered to the 
Trustee an Officer's Certificate signed by a 
Vice President or more senior officer of the 







                                     96

<PAGE>
Transferor stating that such consolidation, 
merger, conveyance or transfer and such supple-
mental agreement comply with this Section 7.2 
and that all conditions precedent herein pro-
vided for relating to such transaction have 
been complied with and an Opinion of Counsel 
stating that such supplemental agreement is 
legal, valid and binding with respect to the 
Transferor; and
 
  (iii)   the Transferor shall have delivered 
written notice to each Rating Agency assigning 
a rating for any class of Investor Certificates 
of any then outstanding Series of such consoli-
dation, merger, conveyance or transfer.



(b)   The obligations of the Transferor hereun-
der shall not be assignable nor shall any Person succeed 
to the obligations of the Transferor hereunder except in 
each case in accordance with the provisions of the fore-
going paragraph.
 
Section 7.3  Limitation on Liability of the Transferor.  
The directors, officers, employees or agents of the 
Transferor shall not be under any liability to the Trust, 
the Trustee, the Certificateholders, any Enhancement 
Provider or any other Person hereunder or pursuant to any 
document delivered hereunder, it being expressly under-
stood that all such liability is expressly waived and 
released as a condition of, and as consideration for, the 
execution of this Agreement and any Supplement and the 
issuance of the Certificates; provided, however, that 
this provision shall not protect the officers, directors, 
employees or agents of the Transferor against any liabil-
ity which would otherwise be imposed by reason of willful 
misfeasance, bad faith or gross negligence in the perfor-
mance of duties hereunder.  Except as provided in Section 
7.4, the Transferor shall not be under any liability to 
the Trust, the Trustee, the Certificateholders, any 
Enhancement Provider or any other Person for any action 
taken or for refraining from the taking of any action in 
its capacity as Transferor pursuant to this Agreement or 
any Supplement whether arising from express or implied 
duties under this Agreement or any Supplement; provided, 
however, that this provision shall not protect the Trans-
feror against any liability which would otherwise be 
imposed by reason of willful misfeasance, bad faith or 





                                     97

<PAGE>
gross negligence in the performance of duties hereunder. 
 The Transferor and any director, officer, employee or 
agent of the Transferor may rely in good faith on any 
document of any kind prima facie properly executed and 
submitted by any Person respecting any matters arising 
hereunder.
 
Section 7.4  Liabilities.  Notwithstanding Section 7.3, by 
entering into this Agreement, the Transferor agrees to be 
liable, directly to the injured party, for the entire 
amount of any losses, claims, damages, penalties or 
liabilities (other than those incurred by a Certificate-
holder in the capacity of an investor in the Investor 
Certificates as a result of the performance of the 
Receivables, market fluctuations, a shortfall in any En-
hancement or other similar market or investment risks) 
arising out of or based on the arrangement created by 
this Agreement and the actions of the Servicer taken 
pursuant hereto as though this Agreement created a part-
nership under the Uniform Partnership Act.  The Transfer-
or agrees to pay, indemnify and hold harmless each Inves-
tor Certificateholder against and from any and all such 
losses, claims, damages and liabilities (other than those 
incurred by a Certificateholder in the capacity of an 
investor in the Investor Certificates as a result of the 
performance of the Receivables, market fluctuations, a 
shortfall in any Enhancement or other similar market or 
investment risks) except to the extent that they arise 
from any action by such Investor Certificateholder.  
Subject to Sections 8.3 and 8.4, in the event of a Ser-
vice Transfer, the Successor Servicer will indemnify and 
hold harmless the Transferor for any losses, claims, 
damages and liabilities of the Transferor as described in 
this Section 7.4 arising from the actions or omissions of 
such Successor Servicer.

(END OF ARTICLE VII)

















                                     98

<PAGE>
ARTICLE VIII

OTHER MATTERS RELATING
TO THE SERVICER

Section 8.1  Liability of the Servicer.  The Servicer 
shall be liable in accordance herewith only to the extent 
of the obligations specifically undertaken by the 
Servicer in such capacity herein.
 
Section 8.2  Merger or Consolidation of, or Assumption of 
the Obligations of, the Servicer.  (a)  The Servicer 
shall not consolidate with or merge into any other 
business entity or convey or transfer its properties and 
assets substantially as an entirety to any Person, un-
less:
 
  (i)   the business entity formed by such 
consolidation or into which the Servicer is 
merged or the Person which acquires by convey-
ance or transfer the properties and assets of 
the Servicer substantially as an entirety shall 
be organized and existing under the laws of the 
United States of America or any State or the 
District of Columbia, and shall be a national 
banking association, state banking corporation 
or other entity which is not subject to the 
bankruptcy laws of the United States of Ameri-
ca, and if the Servicer is not the surviving 
entity, shall be an Eligible Servicer and shall 
expressly assume, by an agreement supplemental 
hereto, executed and delivered to the Trustee, 
the performance of every covenant and obliga-
tion of the Servicer hereunder.  (To the extent 
that any right, covenant or obligation of the 
Servicer is inapplicable to the successor enti-
ty, such successor entity shall be subject to 
such covenant or obligation, or benefit from 
such right, as would apply, to the extent prac-
ticable, to such successor entity.); 
 
  (ii)   the Servicer has delivered to the 
Trustee an Officer's Certificate stating that 
such consolidation, merger, conveyance or 
transfer and such supplemental agreement comply 
with this Section 8.2 and that all conditions 
precedent herein provided for relating to such 







                                     99

<PAGE>
transaction have been complied with and an 
Opinion of Counsel stating that such supplemen-
tal agreement is legal, valid and binding with 
respect to the Servicer; and
 
  (iii)   the Servicer shall have delivered 
written notice to each Rating Agency assigning 
a rating for any class of Investor Certificates 
of any then outstanding Series of such consoli-
dation, merger, conveyance or transfer.
 
Section 8.3  Limitation on Liability of the Servicer and 
Others.  The directors, officers, employees or agents of 
the Servicer shall not be under any liability to the 
Trust, the Transferor, the Trustee, the Certificatehold-
ers, any Enhancement Provider or any other Person hereun-
der or pursuant to any document delivered hereunder, it 
being expressly understood that all such liability is 
expressly waived and released as a condition of, and as 
consideration for, the execution of this Agreement and 
any Supplement and the issuance of the Certificates; 
provided, however, that this provision shall not protect 
the directors, officers, employees and agents of the 
Servicer against any liability which would otherwise be 
imposed by reason of willful misfeasance, bad faith or 
gross negligence in the performance of duties hereunder. 
 Except as provided in Section 8.4, the Servicer shall 
not be under any liability to the Trust, the Trustee, the 
Certificateholders or any other Person for any action 
taken or for refraining from the taking of any action in 
its capacity as Servicer pursuant to this Agreement or 
any Supplement whether arising from express or implied 
duties under this Agreement or any Supplement; provided, 
however, that this provision shall not protect the 
Servicer against any liability which would otherwise be 
imposed by reason of willful misfeasance, bad faith or 
gross negligence in the performance of duties hereunder. 
 The Servicer may rely in good faith on any document of 
any kind prima facie properly executed and submitted by 
any Person respecting any matters arising hereunder.  The 
Servicer shall not be under any obligation to appear in, 
prosecute or defend any legal action which is not inci-
dental to its duties to service the Receivables in accor-
dance with this Agreement or any Supplement which in its 
reasonable opinion may involve it in any expense or 
liability.








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Section 8.4  Indemnification of the Trust and the Trustee. 
 The Servicer shall indemnify and hold harmless the 
Trust, for the benefit of the Certificateholders, and the 
Trustee, including its officers, directors and employees, 
from and against any reasonable loss, liability, expense, 
damage or injury arising out of or relating to any 
claims, actions or proceedings brought or asserted by 
third parties which are suffered or sustained by reason 
of any acts or omissions of the Servicer pursuant to this 
Agreement or any Supplement, including but not limited to 
any judgment, award, settlement, reasonable attorneys' 
fees and other costs or expenses incurred in connection 
with the defense of any actual or threatened action, 
proceeding or claim; provided, however, that the Servicer 
shall not indemnify the Trust for the benefit of the 
Certificateholders or the Trustee or its officers, direc-
tors or employees for any liability, cost or expense of 
the Trust or the Trustee or its officers, directors or 
employees if any such claims, actions or proceedings 
relate to (i) any action taken by the Trustee at the 
request of the Investor Certificateholders, (ii) any 
Federal, state, local or foreign income or franchise 
taxes or any other tax imposed or measured by income (or 
any interest or penalties with respect thereto) required 
to be paid by the Trust, the Trustee or the Investor Cer-
tificateholders in connection herewith to any taxing 
authority or (iii) with respect to the Trustee and its 
officers, directors and employees, any fraud, negligence, 
willful misconduct or wrongful actions taken by or omis-
sions of the Trustee.  Subject to Sections 7.1 and 7.4 
and subsection 10.2(b) of the Agreement, any indemnifi-
cation pursuant to this Section shall only be from the 
assets of the Servicer.  The provisions of this indemnity 
shall run directly to and be enforceable by an injured 
party subject to the limitations hereof and shall survive 
the termination of the Agreement and payment in full of 
the certificates.
 
Seciton 8.5  The Servicer Not to Resign.  The Servicer 
shall not resign from the obligations and duties hereby 
imposed on it as such except upon determination that (i) 
the performance of its duties hereunder is or will become 
impermissible under applicable law, regulation or order 
and (ii) there is no reasonable action which the Servicer 
could take to make the performance of its duties hereun-
der permissible under applicable law, regulation or 
order.  Any such determination permitting the resignation 







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<PAGE>
of the Servicer shall be evidenced as to clause (i) of 
this Section by an Opinion of Counsel to such effect 
delivered to the Trustee.  If the Trustee is unable 
within 120 days of the date of such determination to 
appoint a Successor Servicer pursuant to subsection 
10.2(a), the Trustee or its duly appointed agent (which 
may not be the outgoing Servicer) shall serve as Succes-
sor Servicer hereunder but the Trustee shall have contin-
ued authority to appoint another Person as Successor 
Servicer.
 
Seciton 8.6  Access to Certain Documentation and 
Information Regarding the Receivables.  The Servicer 
shall provide to the Trustee access to the documentation 
regarding the Accounts and the Receivables in such cases 
where the Trustee is required in connection with the 
enforcement of the rights of the Investor Certificate-
holders, or by applicable statutes or regulations, to 
review such documentation, such access being afforded 
without charge but only (i) upon reasonable request, (ii) 
during normal business hours, (iii) subject to such 
security and confidentiality procedures as the Servicer 
may deem reasonably necessary and (iv) at offices desig-
nated by the Servicer.  Nothing in this Section 8.6 shall 
derogate from the obligation of the Transferor, the 
Trustee or the Servicer to observe any applicable law 
prohibiting disclosure of information regarding the 
Obligors and the failure of the Servicer to provide 
access as provided in this Section 8.6 as a result of 
such obligation shall not constitute a breach of this 
Section 8.6.
 
Section 8.7  Delegation of Duties.  It is understood and 
agreed by the parties hereto that the Servicer may dele-
gate certain of its duties hereunder to any Person who 
agrees to conduct such duties in accordance with the 
applicable Account Guidelines.  The fees of any Person to 
whom such duties are delegated shall be for the account 
of the Servicer.  Any such delegations shall not relieve 
the Servicer of its liability and responsibility with 
respect to such duties, and shall not constitute a resig-
nation within the meaning of Section 8.5 hereof.  If any 
such delegation is not in the ordinary course of 
business, notification thereof shall be given to each 
Rating Agency assigning a rating for any class of 
Investor Certificates of any then outstanding Series.








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Section 8.8  Examination of Records.  The Transferor and 
the Servicer shall clearly and unambiguously identify 
each Account (including any Supplemental Account 
designated pursuant to Section 2.6) in its computer or 
other records to reflect that the Receivables arising in 
such Account have been conveyed to the Trust pursuant to 
this Agreement.  The Transferor and the Servicer shall, 
prior to the sale or transfer to a third party of any 
receivable held in its custody, examine its computer and 
other records to determine that such receivable is not a 
Receivable.

(END OF ARTICLE VIII)









































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ARTICLE IX

EARLY AMORTIZATION EVENTS

Section 9.1  Early Amortization Events.  Unless modified 
with respect to any Series of Investor Certificates by 
any related Supplement, if any one of the following 
events shall occur:
 
(a)   the Transferor or Nordstrom Credit, Inc. 
shall consent to the appointment of a trustee, conserva-
tor, receiver, liquidator, custodian or other similar 
official in any bankruptcy, insolvency, readjustment of 
debt, marshalling of assets and liabilities, receiver-
ship, conservatorship or similar proceedings of or relat-
ing to either the Transferor or Nordstrom Credit, Inc. or 
of or relating to all or substantially all of its proper-
ty; or a decree or order of a court or agency or supervi-
sory authority having jurisdiction in the premises for 
the appointment of a trustee, conservator, receiver, 
liquidator, custodian or other similar official in any 
bankruptcy, insolvency, readjustment of debt, marshalling 
of assets and liabilities, receivership, conservatorship 
or similar proceedings, or for the winding-up or liquida-
tion of its affairs, shall have been entered against 
either the Transferor or Nordstrom Credit, Inc. and, only 
in the case of Nordstrom Credit, Inc., such decree or 
order shall have remained in force undischarged or 
unstayed for a period of sixty (60) days; either the 
Transferor or Nordstrom Credit, Inc. shall admit in writ-
ing its inability to pay its debts generally as they 
become due, file a petition to take advantage of any 
applicable bankruptcy, insolvency, receivership, conser-
vatorship or reorganization statute, make an assignment 
for the benefit of its creditors or voluntarily suspend 
payment of its obligations; an involuntary petition shall 
be filed with respect to the Transferor or Nordstrom 
Credit, Inc. in a court of competent jurisdiction seeking 
to take advantage of any applicable bankruptcy, insolven-
cy, receivership, conservatorship or reorganization stat-
ute and, only in the case of Nordstrom Credit, Inc., such 
proceeding or petition shall continue undismissed for 
sixty (60) days; or the Transferor shall become unable 
for any reason to transfer Receivables in accordance with 
the provisions of this Agreement; and









                                     104

<PAGE>
(b)   the Trust shall become an "investment 
company" within the meaning of the Investment Company Act 
of 1940, as amended (the "1940 Act");

then, an Early Amortization Event with respect to all 
Series of Certificates then outstanding shall occur 
without any notice or other action on the part of the 
Trustee or all Investor Certificateholders immediately 
upon the occurrence of such event.  The Trustee shall 
advise each Rating Agency assigning a rating for any 
class of Investor Certificates of any then outstanding 
Series in writing of the occurrence of any Early Amorti-
zation Event.

Section 9.2  Additional Rights Upon the Occurrence of 
Certain Events.
 
(a)   If the Transferor voluntarily goes into 
liquidation or consents to the appointment of a conserva-
tor or receiver or liquidator in any insolvency, read-
justment of debt, marshaling of assets and liabilities or 
similar proceedings of or relating to the Transferor or 
of or relating to all or substantially all their respec-
tive property, or a decree or order of a court or agency 
or supervisory authority having jurisdiction in the 
premises for the appointment of a conservator or receiver 
or liquidator in any insolvency, readjustment of debt, 
marshaling of assets and liabilities or similar proceed-
ings, or for the winding-up or liquidation of its af-
fairs, shall have been entered against the Transferor; or 
the Transferor shall admit in writing its inability to 
pay its debts generally as they become due, file a peti-
tion to take advantage of any applicable insolvency or 
reorganization statute, make an assignment for the bene-
fit of its creditors or voluntarily suspend payment of 
its obligations; or the Transferor shall become unable 
for any reason to transfer Receivables to the Trust in 
accordance with the provisions of this Agreement (such 
voluntary liquidation, appointment, entering of such 
decree, admission, filing, making, suspension or inabili-
ty, a "Dissolution Event"), the Transferor shall promptly 
give notice of such event to the Trustee, and the Trans-
feror shall on the day of such appointment, voluntary 
liquidation, entering of such decree, admission, filing, 
making, suspension or inability, as the case may be (the 
"Appointment Day"), immediately cease to transfer Princi-
pal Receivables to the Trust hereunder.  Notwithstanding 







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<PAGE>
any cessation of the transfer to the Trust of additional 
Principal Receivables, Principal Receivables transferred 
to the Trust prior to the occurrence of such Dissolution 
Event and Collections in respect of such Principal Re-
ceivables and Finance Charge Receivables whenever created 
shall continue to be part of the Trust, and such Collec-
tions shall continue to be allocated and deposited in 
accordance with the provisions of Article IV.  Within 15 
days of the receipt by the Trustee of the notice of a 
Dissolution Event, the Trustee shall (i) publish a notice 
in an Authorized Newspaper that a Dissolution Event has 
occurred and that the Trustee intends to sell, dispose of 
or otherwise liquidate the Receivables in a commercially 
reasonable manner and (ii) send written notice to the 
Investor Certificateholders and any Enhancement Provider 
entitled thereto describing the provisions of this Sec-
tion 9.2 and requesting instructions from such Holders, 
which notice shall request each Investor Certificatehold-
er to advise the Trustee in writing that it elects one of 
the following options:  (A) the Investor Certificatehold-
er wishes the Trustee to instruct the Servicer not to 
sell, dispose of or otherwise liquidate the Receivables 
and to instruct the Servicer to reconstitute the Trust 
upon the same terms and conditions set forth herein, or 
(B) the Investor Certificateholder wishes the Trustee to 
instruct the Servicer to sell, dispose of or otherwise 
liquidate the Receivables, or (C) the Investor Certifi-
cateholder refuses to advise the Trustee as to the spe-
cific action the Trustee shall instruct the Servicer to 
take.  If after 90 days from the day notice pursuant to 
clause (i) above is first published (the "Publication 
Date"), the Trustee shall not have received written 
instructions of Holders (other than the Transferor or any 
of its Affiliates) of Investor Certificates representing 
Undivided Interests aggregating in excess of 50% of the 
related Invested Amount of each Series (or in the case of 
a Series having more than one class of Investor Certifi-
cates, each class of such Series) to the effect that the 
Trustee shall instruct the Servicer not to sell, dispose 
of, or otherwise liquidate the Receivables and to in-
struct the Servicer to reconstitute the Trust upon the 
same terms and conditions as set forth herein, the Trust-
ee shall instruct the Servicer to proceed to sell, dis-
pose of, or otherwise liquidate the Receivables in a 
commercially reasonable manner and on commercially rea-
sonable terms, which shall include the solicitation of 
competitive bids and the Servicer shall proceed to con-







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<PAGE>
summate the sale, liquidation or disposition of the 
Receivables as provided above with the highest bidder for 
the Receivables.  If, however, with respect to the por-
tion of the Receivables allocable to any outstanding 
Series, the holders (other than the Transferor or any of 
its Affiliates) of more than 50% of the principal amount 
of each class of such Series instruct the Trustee not to 
sell the portion of the Receivables allocable to such 
Series, the Trust shall continue with respect to such 
Series pursuant to the terms of the Agreement and the 
Supplement.  If specified in the applicable Supplement, 
the holder (other than the Transferor or any of its 
Affiliates) of an Enhancement Invested Amount with re-
spect to a Series shall be entitled to give instructions 
pursuant to this Section 9.2 as if such Enhancement In-
vested Amount were a class of such Series.  The portion 
of the Receivables allocable to any Series shall be equal 
to the sum of (1) the product of (A) the Transferor 
Percentage, (B) the Aggregate Principal Receivables and 
(C) a fraction the numerator of which is the related 
Percentage with respect to Finance Charge Receivables and 
the denominator of which is the sum of all Invested 
Percentages with respect to Finance Charge Receivables of 
all Series outstanding and (2) the Invested Amount of 
such Series.  The Transferor or any of its Affiliates 
shall be permitted to bid for the Receivables.  In addi-
tion the Transferor or any of its Affiliates shall have 
the right to match any bid by a third person and be 
granted the right to purchase the Receivables at such 
matched bid price.  The Trustee may obtain a prior deter-
mination from the conservator or receiver that the terms 
and manner of any proposed sale, disposition or liquida-
tion are commercially reasonable.  The provisions of 
Sections 9.1 and 9.2 shall not be deemed to be mutually 
exclusive.
 
(b)   The proceeds from the sale, disposition or 
liquidation of the Receivables pursuant to subsection (a) 
above shall be treated as Collections on the Receivables 
allocable to the Investor Certificateholders and shall be 
allocated and deposited as Collections allocable to the 
Investor Certificateholders of the applicable series in 
accordance with the provisions of Article IV; provided 
that the Trustee shall determine conclusively without 
liability for such determination the amount of such 
proceeds which are allocable to Finance Charge Receiv-
ables and the amount of such proceeds which are allocable 







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<PAGE>
to Principal Receivables.  On the day following the 
Distribution Date on which such proceeds are distributed 
to the Investor Certificateholders (assuming that no 
Series elects to reconstitute the Trust), the Trust shall 
terminate.

(END OF ARTICLE IX)















































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ARTICLE X

SERVICER DEFAULTS

Section 10.1  Servicer Defaults.  If any one of the 
following events (a "Servicer Default") shall occur and 
be continuing:
 
(a)   any failure by the Servicer to make any 
payment, transfer or deposit or to give instructions or 
notice to the Trustee to make such payment, transfer or 
deposit or to give notice to the Trustee as to any re-
quired drawing or payment under any Enhancement on or 
before the date occurring five Business Days after the 
date such payment, transfer, deposit or drawing or such 
instruction or notice is required to be made or given, as 
the case may be, under the terms of this Agreement or any 
Supplement; provided, however, that any such failure 
caused by a non willful act of the Servicer shall not 
constitute a Servicer Default if the Servicer promptly 
remedies such failure within five Business Days after 
receiving notice of such failure or otherwise becoming 
aware of such failure;
 
(b)   failure on the part of the Servicer duly 
to observe or perform any other covenants or agreements 
of the Servicer set forth in this Agreement or any Sup-
plement, which has a material adverse effect on the 
Certificateholders of any Series then outstanding (with-
out regard to the amount of any Enhancement) and which 
continues unremedied for a period of 60 days after the 
date on which the written notice of such failure requir-
ing the same to be remedied shall have been given to the 
Servicer by the Trustee, or to the Servicer and the 
Trustee by the Holders of Investor Certificates evidenc-
ing Undivided Interests aggregating not less than 50% of 
the Invested Amount of any Series materially adversely 
affected thereby, and which continues to materially ad-
versely affect the rights of the Holders of Investor 
Certificates of such Series (without regard to the amount 
of any Enhancement) for such period; or the Servicer 
shall delegate its duties under this Agreement, except as 
permitted by Section 8.7;
 
(c)   any representation, warranty or certifica-
tion made by the Servicer in this Agreement or any Sup-
plement or in any certificate delivered pursuant to this 







                                    109

<PAGE>
Agreement or any Supplement shall prove to have been 
incorrect when made, which has a material adverse effect 
on the rights of the Certificateholders of any Series 
then outstanding (without regard to the amount of any 
Enhancement) and which continues to be incorrect in any 
material respect and which continues to affect materially 
and adversely the rights of the Certificateholders of any 
Series (without regard to the amount of any Enhancement) 
for a period of 60 days after the date on which written 
notice of such failure, requiring the same to be reme-
died, shall have been given to the Servicer by the Trust-
ee, or to the Servicer and the Trustee by the Holders of 
Investor Certificates evidencing Undivided Interests 
aggregating more than 50% of the Invested Amount of any 
Series adversely affected thereby; or
 
(d)   the Servicer shall consent to the appoint-
ment of a conservator or receiver or liquidator in any 
insolvency, readjustment of debt, marshaling of assets 
and liabilities or similar proceedings of or relating to 
the Servicer or of or relating to all or substantially 
all of its property, or a decree or order of a court or 
agency or supervisory authority having jurisdiction in 
the premises for the appointment of a conservator or 
receiver or liquidator in any insolvency, readjustment of 
debt, marshaling of assets and liabilities or similar 
proceedings, or for the winding-up or liquidation of its 
affairs, shall have been entered against the Servicer and 
such decree or order shall have remained in force undis-
charged or unstayed for a period of 60 days; or the 
Servicer shall admit in writing its inability to pay its 
debts generally as they become due, file a petition to 
take advantage of any applicable insolvency or reorgani-
zation statute, make any assignment for the benefit of 
its creditors or voluntarily suspend payment of its 
obligations;

then, so long as such Servicer Default shall not have 
been remedied, either the Trustee or the Holders of 
Investor Certificates evidencing Undivided Interests 
aggregating more than 50% of the Aggregate Invested 
Amount, by notice then given in writing to the Servicer 
(and to the Trustee if given by the Investor Certificate-
holders) (a "Termination Notice"), may terminate all of 
the rights and obligations of the Servicer as Servicer 
under this Agreement and in and to the Receivables and 
the proceeds thereof and appoint a new Servicer (a "Ser-







                                    110

<PAGE>
vice Transfer").  The rights and interests of the Trans-
feror Interest will not be affected by any Service Trans-
fer.  The Trustee, upon giving or receiving a Termination 
Notice shall immediately notify each Rating Agency as-
signing a rating for any class of Investor Certificates 
of any then outstanding Series and any Enhancement Pro-
vider of such notice.  After receipt by the Servicer of 
such Termination Notice, and on the date that a Successor 
Servicer shall have been appointed by the Trustee pursu-
ant to Section 10.2, all authority and power of the 
Servicer under this Agreement shall pass to and be vested 
in a Successor Servicer; and, without limitation, the 
Trustee is hereby authorized and empowered (upon the 
failure of the Servicer to cooperate) to execute and 
deliver, on behalf of the Servicer, as attorney-in-fact 
or otherwise, all documents and other instruments upon 
the failure of the Servicer to execute or deliver such 
documents or instruments, and to do and accomplish all 
other acts or things necessary or appropriate to effect 
the purposes of such Service Transfer.  The Servicer 
agrees to take all reasonable actions to cooperate with 
the Trustee and such Successor Servicer in effecting the 
termination of the responsibilities and rights of the 
Servicer to conduct servicing hereunder, including, 
without limitation, the transfer to such Successor 
Servicer of all authority of the Servicer to service the 
Receivables provided for under this Agreement, including, 
without limitation, all authority over all Collections 
which shall on the date of transfer be held by the 
Servicer for deposit, or which have been deposited by the 
Servicer, in the Collection Account, or which shall 
thereafter be received with respect to the Receivables, 
and in assisting the Successor Servicer and in enforcing 
all rights to Recoveries.  The Servicer shall promptly 
transfer its electronic records relating to the Receiv-
ables to the Successor Servicer in such electronic form 
as the Successor Servicer may reasonably request and 
shall promptly transfer to the Successor Servicer all 
other records, correspondence and documents necessary for 
the continued servicing of the Receivables in the manner 
and at such times as the Successor Servicer shall reason-
ably request.  To the extent that compliance with this 
Section 10.1 shall require the Servicer to disclose to 
the Successor Servicer information of any kind which the 
Servicer reasonably deems to be confidential, the Succes-
sor Servicer shall be required to enter into such custom-








                                    111

<PAGE>
ary licensing and confidentiality agreements as the 
Servicer shall deem necessary to protect its interest.

Notwithstanding the foregoing, a delay in or 
failure of performance referred to in subsection 10.1(a) 
for a period of 10 Business Days after the applicable 
grace period or under subsection 10.1(b) or (c) for a 
period of 60 Business Days after the applicable grace 
period shall not constitute a Servicer Default if such 
delay or failure could not be prevented by the exercise 
of reasonable diligence by the Servicer and such delay or 
failure was caused by an act of God or the public enemy, 
acts of declared or undeclared war, public disorder, 
rebellion, riot or sabotage, epidemics, landslides, 
lightning, fire, hurricanes, tornadoes, earthquakes, 
nuclear disasters or meltdowns, floods, power outages, 
swarms of locusts or similar causes.  The preceding sen-
tence shall not relieve the Servicer from using its best 
reasonable efforts to perform its obligations in a timely 
manner in accordance with the terms of this Agreement and 
the Servicer shall provide the Trustee, any Enhancement 
Provider, the Transferor and the Holders of Investor 
Certificates with an Officer's Certificate giving prompt 
notice of such failure or delay by it, together with a 
description of the cause of such failure or delay and its 
efforts so to perform its obligations.  The Servicer 
shall immediately notify the Trustee in writing of any 
Servicer Default.

Section 10.2  Trustee to Act; Appointment of Successor.
 
(a)   On and after the receipt by the Servicer 
of a Termination Notice pursuant to Section 10.1, the 
Servicer shall continue to perform all servicing func-
tions under this Agreement until the date specified in 
the Termination Notice or otherwise specified by the 
Trustee in writing or, if no such date is specified in 
such Termination Notice, or otherwise specified by the 
Trustee, until a date mutually agreed upon by the 
Servicer and Trustee (not to exceed 120 days from the 
date of delivery of such notice).  The Trustee shall as 
promptly as possible after the giving of a Termination 
Notice appoint a successor servicer (the "Successor 
Servicer"), with the consent of any Enhancement Provider, 
and such Successor Servicer shall accept its appointment 
by a written assumption in a form acceptable to the 








                                    112

<PAGE>
Trustee, the Transferor and any Enhancement Provider.  
The Transferor shall have the right to nominate to the 
Trustee the name of a potential successor servicer which 
nominee shall be selected by the Trustee as the Successor 
Servicer, subject to the consent of any Enhancement 
Provider.  The Trustee may obtain bids from any potential 
successor servicer.  If the Trustee is unable to obtain 
any bids from any potential successor servicer and the 
Servicer delivers an Officer's Certificate to the effect 
that it cannot in good faith cure the Servicer Default 
which gave rise to a transfer of servicing, then the 
Trustee shall offer the Transferor the right to accept 
reassignment of all the Receivables; provided, however, 
that no such reassignment shall occur unless the Trans-
feror shall deliver to the Trustee and each Rating Agency 
assigning a rating for any class of Investor Certificates 
of any then outstanding Series an Opinion of Counsel 
reasonably acceptable to the Trustee that such reassign-
ment would not constitute a fraudulent conveyance by the 
Transferor.  The reassignment deposit amount for such a 
reassignment shall be equal to the Aggregate Invested 
Amount (less the aggregate principal amount on deposit in 
any principal funding account), plus (i) an amount equal 
to all accrued but unpaid interest on the Certificates of 
all Series at the applicable Certificate Rates through 
the end of the applicable interest accrual periods of 
such Series and (ii) any unpaid amounts payable to any 
Enhancement Provider under the applicable Enhancement 
agreement.  In the event that a Successor Servicer has 
not been appointed and has not accepted its appointment 
at the time when the Servicer ceases to act as Servicer, 
the Trustee (as trustee hereunder) without further action 
shall automatically be appointed the Successor Servicer. 
 Notwithstanding the above, the Trustee shall, if it is 
legally unable so to act, petition a court of competent 
jurisdiction to appoint any established financial insti-
tution having a net worth of not less than $50,000,000 
and whose regular business includes the servicing of 
charge card or revolving credit receivables as the Suc-
cessor Servicer hereunder.  Notwithstanding anything to 
the contrary in this Agreement, the entire amount of the 
reassignment deposit amount shall be distributed to the 
Investor Certificateholders of the related Series on the 
subsequent Distribution Date for such Series pursuant to 
Section 12.3 (except for amounts payable to any Enhance-
ment Provider under the applicable Enhancement Agreement, 
which amounts shall be distributed to such Enhancement 
Provider.)






                                    113

<PAGE>
(b)   Upon its appointment, the Successor 
Servicer shall be the successor in all respects to the 
Servicer with respect to servicing functions under this 
Agreement and shall be subject to all the responsibili-
ties, duties and liabilities relating thereto placed on 
the Servicer by the terms and provisions hereof, and all 
references in this Agreement to the Servicer shall be 
deemed to refer to the Successor Servicer; provided, 
however, that, the outgoing Servicer shall not be re-
lieved of any liability hereunder for its actions prior 
to the transfer of servicing hereunder; and provided 
further, that, (i) the outgoing Servicer shall not indem-
nify the Trust or the Trustee under Section 8.4 for acts, 
omissions or alleged acts or omissions by a Successor 
Servicer and (ii) the outgoing Servicer shall not pay or 
reimburse the Trustee pursuant to Section 11.5 for any 
expense, disbursement or advance of the Trustee related 
to or arising as a result of the negligence or bad faith 
of the Successor Servicer.  Any Successor Servicer, by 
its acceptance of its appointment, will automatically 
agree to be bound by the terms and provisions of any 
applicable Enhancement agreement.
 
(c)   In connection with such appointment and 
assumption, the Trustee shall be entitled to such compen-
sation, or may make such arrangements for the compensa-
tion of the Successor Servicer out of Collections, as it 
and such Successor Servicer shall agree; provided, howev-
er, that no such compensation shall be in excess of the 
Monthly Servicing Fee permitted to the Servicer pursuant 
to Section 3.2.
 
(d)   All authority and power granted to the 
Successor Servicer under this Agreement shall automati-
cally cease and terminate upon termination of the Trust 
pursuant to Section 12.1 and shall pass to and be vested 
in the Transferor and, without limitation, the Transferor 
is hereby authorized and empowered to execute and deliv-
er, on behalf of the Successor Servicer, as attorney-in-
fact or otherwise, all documents and other instruments, 
and to do and accomplish all other acts or things neces-
sary or appropriate to effect the purposes of such trans-
fer of servicing rights.  The Successor Servicer agrees 
to cooperate with the Transferor in effecting the termi-
nation of the responsibilities and rights of the Succes-
sor Servicer to conduct servicing on the Receivables.  
The Successor Servicer shall transfer its electronic 







                                    114

<PAGE>
records relating to the Receivables to the Transferor in 
such electronic form as the Transferor may reasonably 
request and shall transfer all other records, correspon-
dence and documents to the Transferor in the manner and 
at such times as the Transferor shall reasonably request. 
 To the extent that compliance with this Section 10.2 
shall require the Successor Servicer to disclose to the 
Transferor information of any kind which the Successor 
Servicer deems to be confidential, the Transferor shall 
be required to enter into such customary licensing and 
confidentiality agreements as the Successor Servicer 
shall deem necessary to protect its interests.
 
Section 10.3  Notification to Certificateholders.  Upon the 
occurrence of any Servicer Default, the Servicer shall 
give prompt written notice thereof to the Trustee, each 
Rating Agency assigning a rating for any class of 
Investor Certificates of any then outstanding Series and 
any Enhancement Provider, and the Trustee shall give 
notice to the Investor Certificateholders at their re-
spective addresses appearing in the Certificate Register. 
 Upon any termination or appointment of a Successor 
Servicer pursuant to this Article X, the Trustee shall 
give prompt written notice thereof to Investor Certifi-
cateholders at their respective addresses appearing in 
the Certificate Register, each Rating Agency assigning a 
rating for any class of Investor Certificates of any then 
outstanding Series and to any Enhancement Provider.  
Notice to Holders of Bearer Certificates shall be given 
by publication in the manner described in Section 13.5 of 
the Agreement.
 
Section 10.4  Waiver of Past Defaults.  The Holders of 
Investor Certificates evidencing Undivided Interests 
aggregating more than 66-2/3% of the Invested Amount of 
any Series then outstanding affected by any default by 
the Servicer or a Transferor may, on behalf of all 
Holders of Certificates of such affected Series, waive 
any default by the Servicer or such Transferor in the 
performance of their respective obligations hereunder and 
its consequences, except a default in the failure to make 
any required deposits or payments of interest or 
principal with respect to any Series of Certificates.  
Upon any such waiver of a past default, such default 
shall cease to exist, and any default arising therefrom 
shall be deemed to have been remedied for every purpose 
of this Agreement.  No such waiver shall extend to any







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subsequent or other default or impair any right conse-
quent thereon except to the extent expressly so waived.

(END OF ARTICLE X)


















































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ARTICLE XI

THE TRUSTEE

Section 11.1  Duties of Trustee.
 
(a)   The Trustee, prior to the occurrence of a 
Servicer Default and after the curing or waiving of all 
Servicer Defaults which may have occurred, undertakes to 
perform such duties and only such duties as are specifi-
cally set forth in this Agreement.  If a Servicer Default 
has occurred (which has not been cured or waived), the 
Trustee (as Trustee and not Successor Servicer) shall 
exercise such of the rights and powers vested in it by 
this Agreement or any Supplement, and use the same degree 
of care and skill in their exercise, as a prudent person 
would exercise or use under the circumstances in the 
conduct of such person's own affairs.
 
(b)   The Trustee, upon receipt of all resolu-
tions, certificates, statements, opinions, reports, 
documents, orders or other instruments furnished to the 
Trustee which are specifically required to be furnished 
pursuant to any provision of this Agreement or any Sup-
plement, shall examine them to determine whether they 
conform as to form to the requirements of this Agreement 
or any Supplement, but shall not be required to verify 
the accuracy of any information, calculations or conclu-
sions stated therein.  The Trustee shall give prompt 
written notice to the Certificateholders (or, in the case 
of Holders of Bearer Certificates, notice by publication 
in the manner described in Section 13.5 of the Agreement) 
of any material lack of conformity of any such instrument 
to the applicable requirements of this Agreement or any 
Supplement discovered by the Trustee which would entitle 
a specified percentage of the Investor Certificateholders 
to take any action pursuant to this Agreement or any 
Supplement.
 
(c)   Subject to Section 11.1(a) of this Agree-
ment, no provision of this Agreement or any Supplement 
shall be construed to relieve the Trustee from liability 
for its own negligent action, its own negligent failure 
to act or its own willful misconduct; provided, however, 
that:









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<PAGE>
  (i)   the Trustee shall not be personally 
liable for an error of judgment made in good 
faith by a Responsible Officer or Responsible 
Officers of the Trustee, unless it shall be 
proved that the Trustee was negligent in ascer-
taining the pertinent facts;
 
  (ii)   the Trustee shall not be personally 
liable with respect to any action taken, suf-
fered or omitted to be taken by it in good 
faith in accordance with the direction of the 
Holders of Investor Certificates evidencing 
Undivided Interests aggregating more than 50% 
of the Invested Amount of any Series adversely 
affected thereby relating to the time, method 
and place of conducting any proceeding for any 
remedy available to the Trustee, or exercising 
any trust or power conferred upon the Trustee, 
under this Agreement or any Supplement;
 
  (iii)   the Trustee shall not be charged 
with knowledge of any failure by the Servicer 
(other than the Trustee, in its capacity as 
Successor Servicer) to comply with the obli-
gations of the Servicer referred to in clauses 
(a), (b) and (c) of Section 10.1 unless a Re-
sponsible Officer of the Trustee obtains actual 
knowledge of such failure (it being understood 
that knowledge of the Servicer, in its capacity 
as agent for the Trustee, is not attributable 
to the Trustee) or the Trustee receives written 
notice of such failure from the Servicer, any 
Holders of Investor Certificates evidencing 
Undivided Interests aggregating more than 10% 
of the Invested Amount of any Series adversely 
affected thereby or any Enhancement Provider;
 
  (iv)   in making a determination of any 
material and adverse effect upon Certificate-
holders, the Trustee may, as to matters of law, 
rely exclusively upon an Opinion of Counsel.
 
(d)   The Trustee (in its capacity as such) 
shall not be required to expend or risk its own funds or 
otherwise incur financial liability in the performance of 
any of its duties hereunder, or in exercise of any of its 
rights or powers, if there is reasonable ground for 







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<PAGE>
believing that the repayment of such funds or adequate 
indemnity against such risk or liability is not reason-
ably assured to it, and none of the provisions contained 
in this Agreement or any Supplement shall in any event 
require the Trustee to perform, or be responsible for the 
manner of performance of, any of the obligations of the 
Servicer or the Successor Servicer under this Agreement 
or any Supplement except during such time, if any, as the 
Trustee shall be the Successor Servicer in accordance 
with the terms of this Agreement or any Supplement.
 
(e)   Except for actions expressly authorized by 
this Agreement or any Supplement, the Trustee shall take 
no action reasonably likely to impair the interests of 
the Trust in any Receivable now existing or hereafter 
created or to impair the value of any Receivable now 
existing or hereafter created.
 
(f)   Except as specifically provided in this 
Agreement, the Trustee shall have no power to vary the 
corpus of the Trust.
 
(g)   In the event that the Paying Agent or the 
Transfer Agent and Registrar shall not be the Trustee and 
fail to perform any obligation, duty or agreement in the 
manner or on the day required to be performed by the 
Paying Agent or the Transfer Agent and Registrar, as the 
case may be, under this Agreement, the Trustee shall be 
obligated promptly upon its knowledge thereof to perform 
such obligation, duty or agreement in the manner so 
required but shall not be required to make a payment out 
of its own funds.
 
(h)   Any action, suit or proceeding brought in 
respect of one or more particular Series shall have no 
effect on the Trustee's rights, duties and obligations 
hereunder with respect to any one or more Series not the 
subject of such action, suit or proceeding.
 
Section 11.2  Certain Matters Affecting the Trustee.  
Except as otherwise provided in Section 11.1:
 
(a)   the Trustee may request, rely on and shall 
be protected in acting on, or in refraining from acting 
in accord with, any resolution, Officer's Certificate, 
Opinion of Counsel, certificate of independent public 
accountants or any other certificate, statement, instru-







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<PAGE>
ment, opinion, report, notice, request, consent, order, 
appraisal, bond or other paper or document, including, 
without limitation, any request or instruction by the 
Servicer or the Transferor to make any deposit or payment 
or any draw on any Enhancement or to transfer any Receiv-
ables or Accounts, prima facie properly executed and 
submitted to it pursuant to this Agreement or any Supple-
ment by the proper party or parties;
 
(b)   the Trustee may consult with counsel as to 
matters of law and any Opinion of Counsel shall be full 
and complete authorization and protection in respect of 
any action taken or suffered or omitted by it hereunder 
in good faith and in accordance with such Opinion of 
Counsel as to any actions required to be taken or with-
held hereunder;
 
(c)   the Trustee shall be under no obligation 
to exercise any of the rights or powers vested in it by 
this Agreement or any Supplement, or to institute, con-
duct or defend any litigation hereunder or in relation 
hereto, at the request, order or direction of any of the 
Certificateholders pursuant to the provisions of this 
Agreement or any Supplement, unless such Certificatehold-
ers shall have offered to the Trustee reasonable security 
or indemnity against the costs, expenses and liabilities 
which may be incurred therein or thereby; nothing con-
tained herein shall, however, relieve the Trustee (as 
Trustee but not as Successor Servicer) of the obliga-
tions, upon the occurrence of any Servicer Default (which 
has not been cured or waived), to exercise such of the 
rights and powers vested in it by this Agreement or any 
Supplement, and to use the same degree of care and skill 
in their exercise as a prudent person would exercise or 
use under the circumstances in the conduct of such 
person's own affairs;
 
(d)   the Trustee shall not be liable for any 
action taken, suffered or omitted by it in good faith and 
believed by it to be authorized or within the discretion 
or rights or powers conferred upon it by this Agreement 
or any Supplement;
 
(e)   except as may be required by Section 
11.1(a) or 11.1(b), the Trustee shall not be bound to 
make any investigation into the facts of matters stated 
in any resolution, certificate, statement, instrument, 







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<PAGE>
opinion, report, notice, request, consent, order, approv-
al, bond or other paper or document, except to the extent 
specifically requested in writing so to do by Holders of 
Investor Certificates evidencing Undivided Interests 
aggregating more than 50% of the Invested Amount of any 
Series which could be adversely affected if the Trustee 
does not perform such acts and the Trustee is reasonably 
indemnified therefor;
 
(f)   the Trustee (in its capacity as such) may 
execute any of the trusts or powers hereunder or perform 
any duties hereunder either directly or by or through 
agents or attorneys or a custodian, and the Trustee (in 
its capacity as such) shall not be responsible for any 
misconduct or negligence on the part of any such agent, 
attorney or custodian appointed with due care by it 
hereunder; 
 
(g)   except as may be required by Section 
11.1(a) or 11.1(b) hereof, the Trustee shall not be 
required to make any initial or periodic examination of 
any documents or records related to the Receivables or 
the Accounts for the purpose of establishing the presence 
or absence of defects, the compliance by the Transferor 
or Servicer with their representations, warranties or 
covenants or for any other purpose;
 
(h)   the permissive right of the Trustee to 
take actions enumerated in this Agreement or any Supple-
ment shall in no event be construed as a duty; 
 
(i)   whenever in the administration of this 
Agreement or any Supplement, the Trustee shall deem it 
desirable that a matter be proved or established prior to 
taking, suffering or omitting any action hereunder, the 
Trustee (unless other evidence be herein specifically 
prescribed) may, in the absence of bad faith on its part, 
rely upon an Officer's Certificate;
 
(j)   no implied covenants or obligations shall 
be read into this Agreement against the Trustee;
 
(k)   except with respect to any Enhancement 
Invested Amount, the Trustee shall not be deemed to be a 
fiduciary for the Enhancement Provider, if any, in its 
capacity as such, and the Trustee's sole responsibility 
with respect to the Enhancement Provider in its capacity 







                                    121

<PAGE>
as such shall be to perform those duties with respect to 
the Enhancement Provider as are specifically set forth in 
the Agreement and no implied covenants shall be read into 
the Agreement against the Trustee with respect to the En-
hancement Provider; and 
 
(l)   the Trustee shall have no duty (i) to see 
to any recording, filing or depositing of the Agreement 
or any agreement referred to therein or any financing 
statement or continuation statement evidencing a security 
interest in the Receivables or the Accounts, or to see to 
the maintenance of any such recording, filing or deposit-
ing or any rerecording, refiling or redepositing of any 
thereof or (ii) to confirm or verify the contents of any 
reports or certificates of the Servicer delivered to the 
Trustee pursuant to the Agreement believed by the Trustee 
to be genuine and to have been signed or presented by the 
proper party or parties.  
 
Section 11.3  Trustee Not Liable for Recitals in 
Certificates.  The Trustee assumes no responsibility for 
the correctness of the recitals contained herein and in 
the Certificates (other than the certificates of 
authentication on the Certificates).  Except as set forth 
in Section 11.15, the Trustee makes no representations as 
to (i) the validity or sufficiency of this Agreement or 
any Supplement or of the Certificates (other than the 
certificates of authentication on the Certificates), (ii) 
the existence or validity of any Receivable, (iii) the 
validity of any transfer or assignment of any Receivable 
to the Trust, (iv) the validity of any grant of a securi-
ty interest to the Trust in any Receivable, (v) the 
perfection of any security interest (whether as of the 
date hereof or at any future time) in any Receivable, 
(vi) the maintenance of or the taking of any action to 
maintain such perfection, (vii) the receipt by the Trust-
ee or the Servicer of any Receivable, (viii) the perfor-
mance or enforcement of any Receivable, (ix) the compli-
ance by the Transferor or the Servicer with any covenant 
or representation, (x) the breach by the Transferor or 
the Servicer of any warranty or representation made 
hereunder or in any related document or the accuracy of 
any such warranty or representation or (xi) any action 
taken by the Servicer in the name of the Trustee.  The 
Trustee shall not be accountable for the use or applica-
tion by the Transferor of any of the Certificates or of 
the proceeds of such Certificates, or for the use or 







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<PAGE>
application of any funds paid to the Transferor in re-
spect of the Receivables or deposited in or withdrawn 
from the Collection Account, the Excess Funding Account 
or other accounts now or hereafter established to effec-
tuate the transactions contemplated herein and in accor-
dance with the terms hereof.
 
Section 11.4  Trustee May Own Certificates.  The Trustee in 
its individual or any other capacity may become the owner 
or pledgee of Investor Certificates with the same rights 
as it would have if it were not the Trustee.
 
Section 11.5  The Servicer to Pay Trustee's Fees and 
Expenses.  The Servicer covenants and agrees to pay to 
the Trustee from time to time out of its own funds, and 
the Trustee shall be entitled to receive, reasonable 
compensation (which shall not be limited by any provision 
of law in regard to the compensation of a trustee of an 
express trust) for all services rendered by it in the 
execution of the trust hereby created and in the exercise 
and performance of any of the powers and duties hereunder 
of the Trustee, and, subject to Section 8.4, the Servicer 
will pay or reimburse the Trustee (without reimbursement 
from the Collection Account or otherwise) upon its re-
quest for all reasonable expenses, disbursements and 
advances incurred or made by the Trustee in accordance 
with any of the provisions of this Agreement or any 
Supplement (including the reasonable fees and expenses of 
its agents and counsel) except any such expense, dis-
bursement or advance as may arise from its negligence or 
bad faith and except as provided in the following sen-
tence.  If the Trustee is appointed Successor Servicer 
pursuant to Section 10.2, the provisions of this Section 
11.5 shall not apply to expenses, disbursements and 
advances made or incurred by the Trustee in its capacity 
as Successor Servicer; provided that the Transferor will 
indemnify, defend and save harmless the Trustee for any 
loss, liability or expense incurred by it as Successor 
Servicer which is not otherwise reimbursed hereunder, 
except to the extent such loss, liability or expense is 
due to its negligence or bad faith as Successor Servicer.

The obligations of the Servicer and the Trans-
feror under this Section 11.5, Section 7.4 and Section 










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<PAGE>
8.4 shall survive the termination of the Trust and the 
resignation or removal of the Trustee or the Servicer.

Section 11.6  Eligibility Requirements for Trustee.  The 
Trustee hereunder shall at all times be a corporation or 
national banking association organized and doing business 
under the laws of the United States of America or any 
state thereof authorized under such laws to exercise 
corporate trust powers, having a combined capital and 
surplus of at least $50,000,000, a rating as to its long-
term unsecured debt obligations of at least Baa3 by 
Moody's and BBB- by Standard & Poor's and a rating as to 
its short-term deposits or long-term unsecured debt 
obligations that satisfies the rating requirement of any 
other Rating Agency assigning a rating for any class of 
Investor Certificates of any then outstanding Series and 
subject to supervision or examination by Federal or state 
authority.  If such corporation or national banking 
association publishes reports of condition at least 
annually, pursuant to law or to the requirements of the 
aforesaid supervising or examining authority, then for 
the purpose of this Section 11.6, the combined capital 
and surplus of such corporation or national banking 
association shall be deemed to be its combined capital 
and surplus as set forth in its most recent report of 
condition so published.  In case at any time the Trustee 
shall cease to be eligible in accordance with the provi-
sions of this Section 11.6, the Trustee shall resign 
immediately in the manner and with the effect specified 
in Section 11.7.
 
Section 11.7   Resignation or Removal of Trustee.
 
(a)   The Trustee may at any time resign as 
Trustee and be discharged from the trust hereby created 
by giving written notice thereof to the Transferor and 
the Servicer.  Upon receiving such notice of resignation, 
the Transferor shall promptly appoint a successor trustee 
by written instrument, in duplicate, one copy of which 
instrument shall be delivered to the resigning Trustee 
and one copy to the successor trustee.  If no successor 
trustee shall have been so appointed and have accepted 
within 30 days after the giving of such notice of resig-
nation, the resigning Trustee may petition any court of 
competent jurisdiction for the appointment of a successor 
trustee.








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<PAGE>
(b)  If at any time the Trustee shall cease to 
be eligible in accordance with the provisions of Section 
11.6 hereof and shall fail to resign after written re-
quest therefor by the Transferor, or if at any time the 
Trustee shall be legally unable to act, or shall be 
adjudged a bankrupt or insolvent, or a receiver of the 
Trustee or of its property shall be appointed, or any 
public officer shall take charge or control of the Trust-
ee or of its property or affairs for the purpose of 
rehabilitation, conservation or liquidation, then the 
Transferor may, but shall not be required to, remove the 
Trustee and promptly appoint a successor trustee by 
written instrument, in duplicate, one copy of which 
instrument shall be delivered to the Trustee so removed 
and one copy to the successor trustee and shall promptly 
pay all fees owed to the outgoing Trustee.
 
(c)   Any resignation or removal of the Trustee 
and appointment of a successor trustee pursuant to any of 
the provisions of this Section 11.7 shall not become 
effective until acceptance of appointment by the succes-
sor trustee as provided in Section 11.8 hereof and pay-
ment of all fees and expenses owed to the outgoing Trust-
ee.  Any such liability of the Trustee arising hereunder 
shall survive such appointment of a successor trustee.
 
Section 11.8  Successor Trustee.
 
(a)   Any successor trustee appointed as provid-
ed in Section 11.7 hereof shall execute, acknowledge and 
deliver to the Transferor and to its predecessor Trustee 
an instrument accepting such appointment hereunder, and 
thereupon the resignation or removal of the predecessor 
Trustee shall become effective and such successor trust-
ee, without any further act, deed or conveyance, shall 
become fully vested with all the rights, powers, duties 
and obligations of its predecessor hereunder and under 
any Supplement, with like effect as if originally named 
as Trustee herein.  The predecessor Trustee shall upon 
payment of its fees and expenses deliver to the successor 
trustee all documents held by it hereunder, and the 
Transferor and the predecessor Trustee shall execute and 
deliver such instruments and do such other things as may 
reasonably be required for fully and certainly vesting 
and confirming in the successor trustee all such rights, 
powers, duties and obligations.








                                    125

<PAGE>
(b)   No successor trustee shall accept appoint-
ment as provided in this Section 11.8 unless at the time 
of such acceptance such successor trustee shall be eligi-
ble under the provisions of Section 11.6 hereof and shall 
be an Eligible Servicer.
 
(c)   Upon acceptance of appointment by a suc-
cessor trustee as provided in this Section 11.8 hereof, 
such successor trustee shall mail notice of such succes-
sion hereunder to each Rating Agency assigning a rating 
for any class of Investor Certificates of any then out-
standing Series and all Certificateholders (other than 
Holders of Bearer Certificates) at their addresses as 
shown in the Certificate Register.  Notice to Holders of 
Bearer Certificates shall be given by publication in the 
manner described in Section 13.5 of the Agreement.
 
Section 11.9  Merger or Consolidation of Trustee. 
 Any Person into which the Trustee may be merged or 
converted or with which it may be consolidated, or any 
Person resulting from any merger, conversion or consoli-
dation to which the Trustee shall be a party, or any 
Person succeeding to all or substantially all the corpo-
rate trust business of the Trustee, shall be the succes-
sor of the Trustee hereunder, provided such Person shall 
be eligible under the provisions of Section 11.6 hereof, 
without the execution or filing of any paper or any 
further act on the part of any of the parties hereto, 
anything herein to the contrary notwithstanding.
 
Section 11.10  Appointment of Co-Trustee or 
Separate Trustee.
 
(a)   Notwithstanding any other provision of 
this Agreement or any Supplement, at any time, for the 
purpose of meeting any legal requirements of any juris-
diction in which any part of the Trust may at the time be 
located, the Trustee shall have the power and may execute 
and deliver all instruments to appoint one or more Per-
sons to act as a co-trustee, or separate trustee, of all 
or any part of the Trust, and to vest in such Person, in 
such capacity and for the benefit of the Certificatehold-
ers, such title to the Trust, or any part thereof, and, 
subject to the other provisions of this Section 11.10, 
such powers, duties, obligations, rights and trusts as 
the Trustee may consider necessary or desirable.  No co-
trustee or separate trustee hereunder shall be required 







                                    126

<PAGE>
to meet the terms of eligibility as a successor trustee 
under Section 11.6 and no notice to Certificateholders of 
the appointment of any co-trustee or separate trustee 
shall be required under Section 11.8 hereof.
 
(b)   Every separate trustee and co-trustee 
shall, to the extent permitted by law, be appointed and 
act subject to the following provisions and conditions:
 
  (i)   all rights, powers, duties 
and obligations conferred or imposed upon the 
Trustee shall be conferred or imposed upon and 
exercised or performed by the Trustee and such 
separate trustee or co-trustee jointly (it 
being understood that such separate trustee or 
co-trustee is not authorized to act separately 
without the Trustee joining in such act), ex-
cept to the extent that under any laws of any 
jurisdiction in which any particular act or 
acts are to be performed (whether as Trustee 
hereunder or as successor to the Servicer here-
under), the Trustee shall be incompetent or 
unqualified to perform such act or acts, in 
which event such rights, powers, duties and 
obligations (including the holding of title to 
the Trust or any portion thereof in any such 
jurisdiction) shall be exercised and performed 
singly by such separate trustee or co-trustee, 
but solely at the direction of the Trustee;
 
  (ii)   no trustee hereunder shall 
be personally liable by reason of any act or 
omission of any other trustee hereunder ap-
pointed with due care; and
 
  (iii)   the Trustee may at any 
time accept the resignation of or remove any 
separate trustee or co-trustee.
 
(c)   Any notice, request or other writing given 
to the Trustee shall be deemed to have been given to each 
of the then separate trustees and co-trustees, as effec-
tively as if given to each of them.  Every instrument 
appointing any separate trustee or co-trustee shall refer 
to this Agreement and the conditions of this Article XI. 
 Each separate trustee and co-trustee, upon its 
acceptance of the trusts conferred, shall be vested with 







                                    127

<PAGE>
the estates or property specified in its instrument of 
appointment, either jointly with the Trustee or 
separately, as may be provided therein, subject to all 
the provisions of this Agreement or any Supplement, 
specifically including every provision of this Agreement 
or any Supplement relating to the conduct of, affecting 
the liability of, or affording protection to, the 
Trustee.  Every such instrument shall be filed with the 
Trustee and a copy thereof given to the Servicer.
 
(d)   Any separate trustee or co-trustee may at 
any time appoint the Trustee, its agent or attorney-in-
fact with full power and authority, to the extent not 
prohibited by law, to do any lawful act under or in 
respect to this Agreement or any Supplement on its behalf 
and in its name.  If any separate trustee or co-trustee 
shall die, become incapable of acting, resign or be 
removed, all of its estates, properties, rights, remedies 
and trusts shall vest in and be exercised by the Trustee, 
to the extent permitted by law, without the appointment 
of a new or successor trustee.
 
Section 11.11  Tax Returns and Compliance.  

(a) In the event the Trust shall be required to 
file tax returns, the Servicer shall prepare or cause to 
be prepared and is authorized hereunder to sign any tax 
returns required to be filed by the Trust and, to the 
extent possible, shall file such returns at least five 
days before such returns are due to be filed.  The 
Servicer shall prepare or shall cause to be prepared all 
tax information required by law to be distributed to 
Certificateholders and Certificate Owners and shall 
deliver such information to the Paying Agent at least 
five days prior to the date it is required by law to be 
distributed to Certificateholders and Certificate Owners. 
 In no event shall the Trustee, the Paying Agent or the 
Servicer be liable for any liabilities, costs or expenses 
of the Trust, the Investor Certificateholders or the 
Certificate Owners arising under any tax law, including 
without limitation, Federal, state, local or foreign 
income or excise taxes or any other tax imposed on or 
measured by income (or any interest or penalty with 
respect thereto or arising from a failure to comply 
therewith), except to the extent that such tax is imposed 
as a result of a violation by such Person of the provi-
sions of this Agreement or any Supplement.







                                    128

<PAGE>
(b)  The Trustee and each Paying Agent shall 
comply with all Federal withholding requirements respect-
ing payments to Investor Certificateholders or persons 
receiving funds from the Trust that the Trustee reason-
ably believes are applicable under the Code.  In the 
event the Trustee or Paying Agent does withhold any 
amount from interest, principal, or other payments pursu-
ant to Federal withholding requirements, the Trustee or 
Paying Agent shall indicate the amount withheld in writ-
ing with any payment to the person otherwise entitled to 
such amount.

Section 11.12  Trustee May Enforce Claims Without Possession 
of Certificates.  All rights of action and claims under 
this Agreement or any Supplement or the Certificates may 
be prosecuted and enforced by the Trustee without the 
possession of any of the Certificates or the production 
thereof in any proceeding relating thereto, and any such 
proceeding instituted by the Trustee shall be brought in 
its own name as trustee.  Any recovery of judgment shall, 
after provision for the payment of the reasonable compen-
sation, expenses, disbursements and advances of the 
Trustee, its agents and counsel, be for the ratable 
benefit of the Certificateholders in respect of which 
such judgment has been obtained.
 
Section 11.13  Suits for Enforcement.  If a Servicer Default 
shall occur and be continuing, the Trustee, in its dis-
cretion may, subject to the provisions of Section 10.1, 
proceed to protect and enforce its rights and the rights 
of the Certificateholders under this Agreement or any 
Supplement by such suit, action or proceeding in equity 
or at law or otherwise, whether for the specific perfor-
mance of any covenant or agreement contained in this 
Agreement or any Supplement or in aid of the execution of 
any power granted in this Agreement or any Supplement or 
for the enforcement of any other legal, equitable or 
other remedy as the Trustee, being advised by counsel, 
shall deem effectual to protect and enforce any of the 
rights of the Trustee or the Certificateholders.
 
Seciton 11.14  Rights of Certificateholders to Direct 
Trustee.  Holders of Investor Certificates evidencing 
Undivided Interests aggregating more than 50% of the 
Invested Amount of any Series affected by the conduct of 
any proceeding or the exercise of any right conferred on 








                                    129

<PAGE>
the Trustee shall have the right to direct the time, 
method, and place of conducting any proceeding for any 
remedy available to the Trustee, or exercising any trust 
or power conferred on the Trustee; provided, however, 
that, subject to Section 11.1, the Trustee shall have the 
right to decline to follow any such direction if the 
Trustee being advised by counsel determines that the 
action so directed may not lawfully be taken, or if the 
Trustee in good faith shall, by a Responsible Officer or 
Responsible Officers of the Trustee, determine that the 
proceedings so directed would be illegal or involve it in 
personal liability or be unduly prejudicial to the rights 
of Certificateholders of such Series not parties to such 
direction or to the rights of Certificateholders of other 
Series; and provided further that nothing in this Agree-
ment or any Supplement shall impair the right of the 
Trustee to take any action deemed proper by the Trustee 
and which is not inconsistent with such direction.
 
Section 11.15  Representations and Warranties of Trustee.  
The Trustee represents and warrants that:
 
  (i)   The Trustee is a corpora-
tion, organized, existing and in good standing 
under the laws of the United States;
 
  (ii)   The Trustee has full pow-
er, authority and right to execute, deliver and 
perform this Agreement and any Supplement, and 
has taken all necessary action to authorize the 
execution, delivery and performance by it of 
this Agreement and any Supplement; and
 
  (iii)   This Agreement and any 
Supplement has been duly executed and delivered 
by the Trustee, and assuming due execution and 
delivery by the other parties thereto consti-
tutes a legal, valid and binding obligation of 
the Trustee enforceable against the Trustee in 
accordance with its terms.
 
Section 11.16  Maintenance of Office or Agency.  If so 
specified in any Supplement, the Trustee will maintain at 
its expense in the Borough of Manhattan, The City of New 
York, an office or offices or agency or agencies where 
notices and demands to or upon the Trustee in respect of 
the Certificates and this Agreement may be served.  The 







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address of such office or agency will be specified in the 
related Supplement.  The Trustee will give prompt written 
notice (or in the case of Holders of Bearer Certificates, 
notice by publication in the manner described in Section 
13.5 of the Agreement) to the Servicer and to Certifi-
cateholders of any change in the location of the Certifi-
cate Register or any such office or agency, as 
applicable.


(END OF ARTICLE XI)











































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ARTICLE XII

TERMINATION

Section 12.1  Termination of Trust.
 
(a)   The respective obligations and responsi-
bilities of the Transferor, the Servicer, the Paying 
Agent and the Trustee and their agents hereunder created 
hereby (other than the obligation of the Trustee to make 
payments to Certificateholders as hereafter set forth) 
shall terminate, except with respect to the duties de-
scribed in Sections and subsections 2.4(c), 7.4, 8.4, 
11.5 and 12.3(b), upon the earlier of (i) the latest 
Stated Series Termination Date for all Series outstanding 
or (ii) August 14, 2096 (the "Final Termination Date").
 
(b)   If on the Distribution Date in the month 
immediately preceding the month in which the Final Termi-
nation Date occurs (after giving effect to all transfers, 
withdrawals, deposits and drawings to occur on such date 
and the payment of principal on any Series of Certifi-
cates to be made on such Distribution Date pursuant to 
Article IV), the Invested Amount or any Enhancement 
Invested Amount of any Series would be greater than zero, 
the Servicer shall sell on or prior to the succeeding 
Distribution Date all of the Receivables in a commer-
cially reasonable manner and on commercially reasonable 
terms which shall include the solicitation of competitive 
bids and shall consummate the sale with the highest 
bidder for the Receivables.  The Transferor or any of its 
Affiliates shall be permitted to bid for the Receivables. 
 In addition, the Transferor or any Affiliate shall have 
the right to match any bid by a third Person and be 
granted the right to purchase the Receivables at such 
matched bid price.  The proceeds of any such sale shall 
be treated as Collections on the Receivables and shall be 
allocated in accordance with Article IV; provided, howev-
er, that the Trustee shall determine conclusively the 
amount of such proceeds which are allocable to Finance 
Charge Receivables and the amount of such proceeds which 
are allocable to Principal Receivables.  Prior to such 
sale of Receivables, the Servicer shall continue to 
collect Collections on the Receivables and allocate such 
payments in accordance with the provisions of Article IV.









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Section 12.2.  Optional Purchase; Final Termination Date of 
Investor Certificates of any Series.
 
(a)   If provided in any Supplement with respect 
to a Series on any Distribution Date the Transferor may, 
but shall not be obligated to, purchase any such Series 
of Investor Certificates by depositing into the Collec-
tion Account, on the Distribution Date, an amount equal 
to the Invested Amount thereof plus interest accrued and 
unpaid thereon at the applicable Certificate Rate through 
the interest accrual period related to such Distribution 
Date on which the purchase will be made; provided, howev-
er that no such purchase of any Series of Investor Cer-
tificates shall occur unless the Transferor shall deliver 
to the Trustee and each Rating Agency assigning a rating 
for any class of Investor Certificates of any then out-
standing Series an Opinion of Counsel reasonably accept-
able to the Trustee that such purchase of any Series of 
Investor Certificates would not constitute a fraudulent 
conveyance of the Transferor.  Nothing herein limits the 
right of the Transferor or any Affiliate to purchase 
Investor Certificates on the open market and submit them 
to the Trustee for cancellation.
 
(b)   The amount deposited pursuant to subsec-
tion 12.2(a) of the Agreement shall be paid to the Inves-
tor Certificateholders of the related Series pursuant to 
Article IV on the Distribution Date following the date of 
such deposit.  All Certificates of a Series which are 
purchased by the Transferor pursuant to subsection 
12.2(a) of the Agreement shall be delivered by the Trans-
feror upon such purchase to, and be cancelled by, the 
Transfer Agent and Registrar and be disposed of in a 
manner satisfactory to the Trustee and the Transferor.
 
(c)   All principal or interest with respect to 
any Series of Investor Certificates shall be due and 
payable no later than the Stated Series Termination Date 
with respect to such Series.  Unless otherwise provided 
in a Supplement, in the event that the Invested Amount or 
any Enhancement Invested Amount of any Series of Certifi-
cates is greater than zero on its Stated Series Termina-
tion Date (after giving effect to all transfers, with-
drawals, deposits and drawings to occur on such date and 
the payment of principal to be made on such Series on 
such date), the Trustee will sell or cause to be sold, 
and pay the proceeds to all Certificateholders of such 







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Series pro rata in final payment of all principal of and 
accrued interest on such Series of Certificates, an 
amount of Receivables or interests in Receivables up to 
110% of the Invested Amount and any Enhancement Invested 
Amount of such Series at the close of business on such 
date (but not more than an amount of Receivables equal to 
the sum of (1) the product of (A) the Transferor Percent-
age, (B) the Aggregate Principal Receivables and (C) a 
fraction the numerator of which is the related Invested 
Percentage with respect to Finance Charge Receivables and 
the denominator of which is the sum of all Invested 
Percentages with respect to Finance Charge Receivables of 
all Series outstanding and (2) the Invested Amount and 
any Enhancement Invested Amount of such Series).  The 
Trustee shall conduct the sale of Receivables in a com-
mercially reasonable manner and on commercially reason-
able terms which shall include the solicitation of com-
petitive bids and shall consummate the sale with the 
highest bidder for the Receivables.  The Transferor or 
any of its Affiliates shall be permitted to bid for the 
Receivables.  In addition, the Transferor or any Affili-
ate shall have the right to match any bid by a third 
Person and be granted the right to purchase the Receiv-
ables at such matched bid price.  Any proceeds of such 
sale in excess of the outstanding principal and interest 
due to Certificateholders of the applicable Series (which 
shall be paid to such Holders) shall be paid to the 
Holder of the Exchangeable Transferor Certificate, unless 
the applicable Supplement shall provide otherwise.  Upon 
such Stated Series Termination Date with respect to the 
applicable Series of Certificates, final payment of all 
amounts allocable to any Investor Certificates of such 
Series shall be made in the manner provided in Section 
12.3 of the Agreement.
 
Section 12.3  Final Payment with Respect to any Series.
 
(a)   Written notice of any termination, speci-
fying the Distribution Date upon which the Investor 
Certificateholders of any Series may surrender their 
Certificates for payment of the final distribution with 
respect to such Series and cancellation, shall be given 
(subject to at least two Business Days' prior notice from 
the Servicer to the Trustee) by the Trustee to Investor 
Certificateholders of such Series mailed not later than 
the fifth day of the month of such final distribution (or 








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in the case of the Holders of Bearer Certificates by the 
publication by the Trustee of a notice at least once in a 
newspaper of general circulation in Luxembourg (which 
newspaper shall be printed in the English language and 
customarily published on each business day in Luxembourg) 
and, so long as the Investor Certificates are listed on 
the Luxembourg Stock Exchange or other stock exchange and 
such exchange so requires, in Luxembourg or the location 
required by such other stock exchange) specifying (a) the 
Distribution Date (which shall be the Distribution Date 
in the month in which the deposit is made pursuant to 
Section 2.4 or subsection 12.2(a) of the Agreement) upon 
which final payment of such Investor Certificates will be 
made upon presentation and surrender of such Investor 
Certificates at the office or offices therein designated, 
(which, in the case of Bearer Certificates, shall be 
outside the United States), (b) the amount of any such 
final payment and (c) that the Record Date otherwise 
applicable to such Distribution Date is not applicable, 
payments being made only upon presentation and surrender 
of the Investor Certificates at the office or offices 
therein specified.  The Servicer's notice to the Trustee 
in accordance with the preceding sentence shall be accom-
panied by an Officer's Certificate setting forth the 
information specified in the applicable Supplement cover-
ing the period during the then current calendar year 
through the date of such notice and setting forth the 
date of such final distribution.  The Trustee shall give 
such notice to the Transfer Agent and Registrar and the 
Paying Agent at the time such notice is given to such 
Investor Certificateholders.
 
(b)   Notwithstanding the termination of the 
Trust pursuant to subsection 12.1(a) of the Agreement or 
the occurrence of the Stated Series Termination Date with 
respect to any Series pursuant to Section 12.2 of the 
Agreement, all funds then on deposit in the Collection 
Account shall continue to be held in trust for the bene-
fit of the Certificateholders and the Paying Agent or the 
Trustee shall pay such funds to the Certificateholders 
upon surrender of their Certificates (which surrenders 
and payments, in the case of Bearer Certificates, shall 
be made only outside the United States).  In the event 
that all of the Investor Certificateholders of such 
Series shall not surrender their Certificates for cancel-
lation within six months after the date specified in the 
above-mentioned notice, the Trustee shall give a second 







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<PAGE>
written notice (or in the case of Bearer Certificates, 
publication notice) to the remaining Investor Certifi-
cateholders of such Series upon receipt of the appropri-
ate records from the Transfer Agent and Registrar to 
surrender their Certificates for cancellation and receive 
the final distribution with respect thereto.  If within 
one and one-half years after the second notice all the 
Investor Certificates of such Series shall not have been 
surrendered for cancellation, the Trustee may take appro-
priate steps, or may appoint an agent to take appropriate 
steps, to contact the remaining Investor Certificatehold-
ers of such Series concerning surrender of their Certifi-
cates, and the cost thereof shall be paid out of the 
funds in the Collection Account held for the benefit of 
such Investor Certificateholders.
 
(c)   All Certificates surrendered for payment 
of the final distribution with respect to such Certifi-
cates and cancellation shall be cancelled by the Transfer 
Agent and Registrar and be disposed of in a manner satis-
factory to the Trustee and the Transferor.
 
Section 12.4  Transferor's Termination Rights.  Upon the 
termination of the Trust pursuant to Section 12.1 and the 
surrender of the Exchangeable Transferor Certificate, the 
Trustee shall return to the Transferor (without recourse, 
representation or warranty) all right, title and interest 
of the Trust in the Receivables, whether then existing or 
thereafter created, and all monies due or to become due 
with respect thereto, all proceeds thereof except for 
amounts held by the Paying Agent pursuant to subsection 
12.3(b).  The Trustee shall execute and deliver such 
instruments of transfer and assignment, in each case 
without recourse, as shall be reasonably requested by the 
Transferor to vest in itself all right, title and inter-
est which the Trust had in the applicable Receivables and 
the Trustee shall be entitled to receive and rely conclu-
sively upon an Opinion of Counsel as to its execution and 
delivery of such instruments being in compliance here-
with.

(END OF ARTICLE XII)












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<PAGE>
ARTICLE XIII

MISCELLANEOUS PROVISIONS

Section 13.1  Amendment.
 
(a)   This Agreement and any Supplement may be 
amended from time to time by the Servicer, the Transferor 
and the Trustee, without the consent of any of the Inves-
tor Certificateholders, to cure any ambiguity, to correct 
or supplement any provisions herein which may be incon-
sistent with any other provisions herein or to add any 
other provisions with respect to matters or questions 
raised under this Agreement which shall not be inconsis-
tent with the provisions of this Agreement, including any 
matters arising under subsection 2.5(d) of the Agreement 
necessary to effect the conveyance contemplated thereun-
der; provided, however, that such action shall not ad-
versely affect in any material respect the interests of 
any of the Investor Certificateholders.  Additionally, 
this Agreement and any Supplement may be amended from 
time to time by the Servicer, the Transferor and the 
Trustee, without the consent of any of the Certificate-
holders, to add to or change any of the provisions of 
this Agreement to enable Bearer Certificates to be issued 
in conformity with the Bearer Rules, to provide that 
Bearer Certificates may be registrable as to principal, 
to change or eliminate any restrictions on the payment of 
principal of (or premium, if any) or any interest on 
Bearer Certificates to comply with the Bearer Rules, to 
permit Bearer Certificates to be issued in exchange for 
Registered Certificates (if then permitted by the Bearer 
Rules), to permit Bearer Certificates to be issued in 
exchange for Bearer Certificates of other authorized 
denominations or to permit the issuance of Certificates 
in uncertificated form, provided any such action shall 
not adversely affect the interests of the Holders of 
Bearer Certificates of any Series or any related Coupons 
in any material respect unless such amendment is neces-
sary to comply with the Bearer Rules.  Prior to executing 
any amendment in accordance with this subsection 13.1(a), 
the Trustee shall receive and shall be permitted to rely 
upon an Opinion of Counsel to the effect that the condi-
tions and requirements of this subsection 13.1(a) have 
been satisfied.  The Transferor shall deliver prior writ-
ten notice of any amendment pursuant to this subsection 
13.1(a) to each Rating Agency assigning a rating for any 







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<PAGE>
class of Investor Certificates of any then outstanding 
Series.
 
 

(b)   This Agreement and any Supplement may also 
be amended from time to time by the Servicer, the Trans-
feror and the Trustee, without the consent of any of the 
Certificateholders, for the purpose of adding any provi-
sions to or changing in any manner or eliminating any of 
the provisions of this Agreement, or of modifying, in any 
manner the rights of the Holders of Investor Certifi-
cates; provided that (i) the Servicer shall have provided 
an Opinion of Counsel to the Trustee to the effect that 
such amendment will not materially and adversely affect 
the interests of the Investor Certificateholders of any 
outstanding Series, which Opinion of Counsel may rely as 
to any rated Series solely on the rating confirmation 
referred to in clause (iii) below (or 100% of the class 
of Certificateholders so affected shall have consented), 
(ii) such amendment shall not, as evidenced by an Opinion 
of Counsel, cause any outstanding Series to fail to 
qualify as debt for Federal income tax purposes, cause 
the Trust to be characterized for Federal income tax 
purposes as an association or a publicly traded partner-
ship taxable as a corporation or otherwise have any 
material adverse impact on the Federal income tax charac-
terization of any outstanding Series of Investor Certifi-
cates or the Federal income taxation of any Investor 
Certificateholder or any Certificate Owner and (iii) each 
Rating Agency assigning a rating for any class of Invest-
or Certificates of any then outstanding Series shall con-
firm that such amendment shall not cause a reduction or 
withdrawal of the rating of any outstanding Series of 
Certificates; provided, further, that such amendment 
shall not reduce in any manner the amount of, or delay 
the timing of, distributions which are required to be 
made on any Investor Certificate of such Series without 
the consent of the related Investor Certificateholder, 
change the definition of or the manner of calculating the 
interest of any Investor Certificateholder of such Series 
without the consent of the related Investor Certificate-
holder or reduce the aforesaid percentage required to 
consent to any such amendment, in each case without the 
consent of all such Investor Certificateholders.
 
(c)   This Agreement and any Supplement may also 
be amended from time to time by the Servicer, the Trans-
feror and the Trustee with the consent of the Holders of 





                                    138

<PAGE>
Investor Certificates evidencing Undivided Interests 
aggregating not less than 66-2/3% of the Invested Amount 
of all Series adversely affected, for the purpose of 
adding any provisions to or changing in any manner or 
eliminating any of the provisions of this Agreement or 
modifying in any manner the rights of the Investor Cer-
tificateholders of any Series then issued and outstand-
ing; provided, however, that no such amendment shall (i) 
reduce in any manner the amount of, or delay the timing 
of, distributions which are required to be made on any 
Investor Certificate of such Series without the consent 
of the related Investor Certificateholders, (ii) change 
the definition of or the manner of calculating the In-
vested Amount, the Invested Percentage, the applicable 
available amount under any Enhancement or the Investor 
Default Amount of such Series without the consent of each 
related Investor Certificateholders or (iii) reduce the 
aforesaid percentage required to consent to any such 
amendment, without the consent of each related Investor 
Certificateholder.  Any amendment pursuant to this sub-
section 13.1(c) shall require that each Rating Agency 
rating the affected Series confirm that such amendment 
will not cause a reduction or withdrawal of the rating of 
any outstanding Series of Certificates.
 
(d)   Promptly after the execution of any such 
amendment or consent the Trustee shall furnish written 
notification (or in the case of Bearer Certificates, 
publication notice in the manner described in Section 
13.5 of the Agreement) of the substance of such amendment 
to each Investor Certificateholder, and the Servicer 
shall furnish written notification of the substance of 
such amendment to any related Enhancement Provider and 
each Rating Agency assigning a rating for any class of 
Investor Certificates of any then outstanding Series.
 
(e)   It shall not be necessary for the consent 
of Investor Certificateholders under this Section 13.1 to 
approve the particular form of any proposed amendment, 
but it shall be sufficient if such Certificateholders 
shall approve the substance thereof.  The manner of 
obtaining such consents and of evidencing the authoriza-
tion of the execution thereof by Investor Certificate-
holders shall be subject to such reasonable requirements 
as the Trustee may prescribe.
 
(f)   Any Assignment or Reassignments regarding 
the addition to or removal of Receivables from the Trust 
respectively, as provided in Sections 2.6 and 2.7, re-





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<PAGE>
spectively, of the Agreement executed in accordance with 
the provisions hereof shall not be considered amendments 
to this Agreement, including, without limitation, for the 
purpose of subsections 13.1(a), (b), (c) and (g) of the 
Agreement.
 
(g)   Prior to the execution of any amendment to 
the Agreement, the Trustee shall be entitled to receive 
and rely upon an Opinion of Counsel substantially in the 
form of Part Two of Exhibit G.  The Trustee may, but 
shall not be obligated to enter into any such amendment 
which affects the Trustee's own rights, duties or immuni-
ties under the Agreement or otherwise.
 
Section 13.2  Protection of Right, Title and Interest to 
Trust.
 
(a)   The Servicer shall cause this Agreement, 
any Supplement, all amendments hereto and/or all financ-
ing statements, amendments and continuation statements 
and any other necessary documents covering the right, 
title and interest of the Trust in the property conveyed 
hereunder to be promptly recorded, registered and filed, 
and at all times to be kept recorded, registered and 
filed, all in such manner and in such places as may be 
required by law fully to preserve and protect the right, 
title and interest of the Trustee hereunder to all prop-
erty comprising the Trust.  The Servicer shall deliver to 
the Trustee file-stamped copies of, or filing receipts 
for, any document recorded, registered or filed as pro-
vided above, as soon as available following such record-
ing, registration or filing.  The Transferor shall coop-
erate fully with the Servicer in connection with the 
obligations set forth above and will execute any and all 
documents reasonably required to fulfill the intent of 
this subsection 13.2(a).
 
(b)   Within 30 days after the Transferor makes 
any change in its name, identity or corporate structure 
which would make any financing statement, amendment or 
continuation statement filed in accordance with paragraph 
(a) above seriously misleading within the meaning of 
Section 9-402(7) of the UCC as in effect in the Relevant 
UCC State, the Transferor shall give the Trustee notice 
of any such change and shall file such financing state-
ments, amendments or continuation statements as may be 
necessary to continue the perfection of the Trust's 
interest in the property conveyed hereunder.






                                    140

<PAGE>
(c)   The Transferor and the Servicer will give 
the Trustee prompt written notice of any relocation of 
any office from which the Servicer services Receivables 
or keeps records concerning the Receivables or of its 
principal executive office and whether, as a result of 
such relocation, the applicable provisions of the UCC 
would require the filing of any amendment of any previ-
ously filed financing or continuation statement or of any 
new financing statement and shall file such financing 
statements, continuation statements or amendments as may 
be necessary to continue the perfection of the Trust's 
security interest in the Receivables and the proceeds 
thereof notwithstanding any relocation of any office from 
which the Servicer services Receivables or keeps records 
concerning the Receivables or of its principal executive 
office.  The Servicer will at all times maintain each 
office from which it services Receivables, and the Trans-
feror and the Servicer will at all times maintain their 
respective principal executive offices within the United 
States of America.
 
(d)   The Servicer will deliver to the Trustee 
and each Rating Agency assigning a rating for any class 
of Investor Certificates of any then outstanding Series, 
on or before April 30 of each year, beginning with 1997 
an Opinion of Counsel, dated as of a date within 90 days 
of such day, substantially in the form of Exhibit H.
 
Section 13.3  Limitation on Rights of Certificateholders.
 
(a)   The death or incapacity of any Investor 
Certificateholder shall not operate to terminate this 
Agreement or the Trust, nor shall such death or incapaci-
ty entitle such Certificateholder's legal representatives 
or heirs to claim an accounting or to take any action or 
commence any proceeding in any court for a partition or 
winding up of the Trust, nor otherwise affect the rights, 
obligations and liabilities of the parties hereto or any 
of them.
 
(b)   No Investor Certificateholder shall have 
any right to vote (except as provided herein) or in any 
manner otherwise control the operation and management of 
the Trust, or the obligations of the parties hereto, nor 
shall any Investor Certificateholder be under any liabil-
ity to any third person by reason of any action taken by 
the parties to this Agreement pursuant to any provision 
hereof.






                                    141

<PAGE>
(c)   No Investor Certificateholder shall have 
any right by virtue of any provisions of this Agreement 
to institute any suit, action or proceeding in equity or 
at law upon or under or with respect to this Agreement, 
unless such Certificateholder previously shall have given 
notice to the Trustee, and unless the Holders of Certifi-
cates evidencing Undivided Interests aggregating more 
than 66-2/3% of the Invested Amount of any Series which 
may be adversely affected but for the institution of such 
suit, action or proceeding shall have made written re-
quest upon the Trustee to institute such action, suit or 
proceeding in its own name as Trustee hereunder and shall 
have offered to the Trustee such reasonable indemnity as 
it may require against the costs, expenses and liabili-
ties to be incurred therein or thereby, and the Trustee, 
for 60 days after its receipt of such notice, request and 
offer of indemnity, shall have neglected or refused to 
institute any such action, suit or proceeding; it being 
understood and intended, and being expressly covenanted 
by each Certificateholder with every other Certificate-
holder and the Trustee, that no one or more Certificate-
holders shall have the right in any manner whatever by 
virtue or by availing itself or themselves of any provi-
sions of this Agreement to affect, disturb or prejudice 
the rights of the Certificateholders of any other of the 
Certificates, or to obtain or seek to obtain priority 
over or preference to any other such Certificateholder, 
or to enforce any right under this Agreement, except in 
the manner herein provided and for the equal, ratable and 
common benefit of all Certificateholders.  For the pro-
tection and enforcement of the provisions of this Section 
13.3, each and every Certificateholder and the Trustee 
shall be entitled to such relief as can be given either 
at law or in equity.  Each Certificate Owner by its 
acquisition of a Book Entry Certificate shall be deemed 
to have consented to the provisions of this Section 13.3.
 
Section 13.4  Governing Law.  This Agreement shall be 
construed in accordance with the laws of the State of 
Colorado, including the UCC as in effect in the State of 
Colorado, without reference to its conflict of law provi-
sions, and the obligations, rights and remedies of the 
parties hereunder shall be determined in accordance with 
such laws.
 
Section 13.5  Notices.  All demands, notices and 
communications hereunder shall be in writing and shall be 
deemed to have been duly given if sent by facsimile 
transmission to the telephone number designated by the 





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<PAGE>
receiving party and confirmed by personal delivery or 
overnight delivery, to (a) in the case of the Transferor 
and the Servicer, to Nordstrom National Credit Bank, 
13531 East Caley Avenue, Englewood, Colorado 80111, 
Attention: Michael A. Karmil, telecopy number (303) 397-
4775, (b) in the case of the Trustee, to Norwest Bank 
Colorado, National Association, 1740 Broadway, Denver, 
Colorado 80274, Attention: Corporate Trust and Escrow 
Services, telecopy number (303) 863-5645, (c) in the case 
of any Enhancement Provider for a particular Series, the 
address, if any, specified in the Supplement relating to 
such Series, and (d) in the case of the Rating Agency for 
a particular Series, the address, if any, specified in 
the Supplement relating to such Series; or, as to each 
party, at such other address as shall be designated by 
such party in a written notice to each other party.  Any 
notice required or permitted to be mailed to a Certifi-
cateholder shall be given by first class mail, postage 
prepaid, at the address of such Certificateholder as 
shown in the Certificate Register.  Any notice so mailed 
within the time prescribed in this Agreement shall be 
conclusively presumed to have been duly given, whether or 
not the Certificateholder receives such notice.

Any notice required or permitted to be made to 
Holders of Bearer Certificates by publication shall be 
published in an Authorized Newspaper and, if the Certifi-
cates of such Series are then listed on the Luxembourg 
Stock Exchange and such stock exchange shall so require, 
in a newspaper of general circulation in Luxembourg 
(which newspaper shall be printed in the English language 
and customarily published on each business day in Luxem-
bourg) and, if the Certificates of such Series are listed 
on any other stock exchange and such stock exchange shall 
so require, in any other city required by such stock 
exchange outside the United States, or, if not practica-
ble, elsewhere in Europe.

In case by reason of the suspension of publica-
tion of any Authorized Newspaper or permitted newspaper 
with respect to Luxembourg or by reason of any other 
cause it shall be impracticable to publish any notice to 
Holders of Bearer Certificates as provided above, then 
such notification to Holders of Bearer Certificates as 
shall be given with approval of the Trustee shall consti-
tute sufficient notice to such Holders for every purpose 
hereunder.  Neither the failure to give notice by publi-
cation to Holders of Bearer Certificates as provided 
above, nor any defect in any notice so published, shall 





                                    143

<PAGE>
affect the sufficiency of any notice mailed to Holders of 
Registered Certificates as provided above.

Section 13.6  Severability of Provisions.  If any one or 
more of the covenants, agreements, provisions or terms of 
this Agreement shall for any reason whatsoever be held 
invalid, then such covenants, agreements, provisions or 
terms shall be deemed severable from the remaining 
covenants, agreements, provisions or terms of this 
Agreement and shall in no way affect the validity or 
enforceability of the other provisions of this Agreement 
or of the Certificates or rights of the Certificatehold-
ers thereof.
 
Section 13.7  Assignment.  Notwithstanding anything to the 
contrary contained herein, except as provided in Section 
7.2, 7.5, 8.2 and 8.5, this Agreement, including any Sup-
plement, may not be assigned by the Transferor or the 
Servicer, as the case may be, without the prior consent 
of Holders of Investor Certificates evidencing Undivided 
Interests aggregating more than 66-2/3% of the Aggregate 
Invested Amount.
 
Section 13.8  Certificates Nonassessable and Fully Paid.  
It is the intention of the parties to this Agreement that 
the Investor Certificateholders (and the Certificate 
Owners) shall not be personally liable for obligations of 
the Trust, that the Undivided Interests represented by 
the Investor Certificates shall be nonassessable for any 
losses or expenses of the Trust or for any reason whatso-
ever, and that Investor Certificates upon authentication 
thereof by the Trustee pursuant to Section 6.2 are and 
shall be deemed fully paid.
 
Section 13.9  Further Assurances.  The Transferor and the 
Servicer agree to do and perform, from time to time, any 
and all acts and to execute any and all further instru-
ments required or reasonably requested by the Trustee 
more fully to effect the purposes of this Agreement 
including, without limitation, the execution of any 
financing statements or continuation statements relating 
to the property of the Trust for filing under the provi-
sions of the UCC of the Relevant UCC State.
 
Section 13.10  No Waiver; Cumulative Remedies.  No failure 
to exercise and no delay in exercising, on the part of 
the Trustee or the Investor Certificateholders, any 
right, remedy, power or privilege hereunder, shall 
operate as a waiver thereof; nor shall any single or 





                                    144

<PAGE>
partial exercise of any right, remedy, power or privilege 
hereunder preclude any other or further exercise thereof 
or the exercise of any other right, remedy, power or 
privilege.  The rights, remedies, powers and privileges 
herein provided are cumulative and not exhaustive of any 
rights, remedies, powers and privileges provided by law.
 
Seciton 13.11  Counterparts.  This Agreement and any 
Supplement may be executed in two or more counterparts 
(and by different parties on separate counterparts), each 
of which shall be an original, but all of which together 
shall constitute one and the same instrument.
 
Section 13.12  Third-Party Beneficiaries.  This Agreement 
and any Supplement will inure to the benefit of and be 
binding upon the parties hereto, the Certificateholders 
and the Certificate Owners and their respective 
successors and permitted assigns.  Except as otherwise 
provided in this Agreement, no other person will have any 
right or obligation hereunder; provided, however, that if 
so specified in the applicable Supplement, an Enhancement 
Provider may be deemed to be a third party beneficiary of 
this Agreement.
 
Seciton 13.13  Actions by Certificateholders.
 
(a)   Wherever in this Agreement or any Supple-
ment a provision is made that an action may be taken or a 
notice, demand or instruction given by Investor Certifi-
cateholders, such action, notice or instruction may be 
taken or given by any Investor Certificateholder of any 
Series, unless such provision requires a specific per-
centage of Investor Certificateholders of a certain 
Series or all Series.
 
(b)   Any request, demand, authorization, direc-
tion, notice, consent, waiver or other act by a Certifi-
cateholder shall bind such Certificateholder and every 
subsequent holder of such Certificate issued upon the 
registration of transfer thereof or in exchange therefor 
or in lieu thereof in respect of anything done or omitted 
to be done by the Trustee or the Servicer in reliance 
thereon, whether or not notation of such action is made 
upon such Certificate.
 
Section 13.14  Merger and Integration.  Except as 
specifically stated otherwise herein, this Agreement sets 
forth the entire understanding of the parties relating to 






                                    145

<PAGE>
the subject matter hereof, and all prior understandings, 
written or oral, are superseded by this Agreement.  This 
Agreement may not be modified, amended, waived or supple-
mented except as provided herein.
 
Section 13.15  Headings.  The headings herein are for 
purposes of reference only and shall not otherwise affect 
the meaning or interpretation of any provision hereof.
 
Section 13.16  Certificates and Opinions of Counsel.  
 
(a)   Any certificate delivered may be based, 
insofar as it relates to legal matters, upon an Opinion 
of Counsel, unless the Person delivering such certificate 
knows, or in the exercise of reasonable care should know, 
that such opinion with respect to the matters upon which 
such certificate may be based as aforesaid is erroneous. 
 Any Opinion of Counsel or certificate delivered 
hereunder may be based, insofar as it relates to factual 
matters, upon a certificate or opinion of, or 
representations by, an officer or officers of the 
Servicer or the Transferor, stating that the information 
with respect to such factual matters is in the possession 
of such Person, unless the Person delivering such 
certificate or such counsel knows, or in the exercise of 
reasonable care should know, that such certificate, 
opinion or representations with respect to such matters 
are erroneous.  Any Opinion of Counsel delivered 
hereunder may contain necessary exceptions and 
qualifications.
 
(b)   Any Opinion of Counsel or certificate 
delivered hereunder may be based, insofar as it relates 
to accounting matters, upon a certificate or opinion of 
or representations by an independent public accountant or 
firm of accountants, unless such counsel or the Person 
delivering such certificate, as the case may be, knows 
that the certificate or opinions or representations with 
respect to the accounting matters upon which the certifi-
cate or opinion may be based as aforesaid are erroneous, 
or in the exercise of reasonable care should know that 
the same are erroneous.  Any certificate, opinion or 
representations of any firm of independent public accoun-
tants filed with the Trustee shall contain a statement 
that such firm is independent.
 
(c)   Where any Person is required to make, give 
or execute two or more applications, requests, consents, 






                                    146

<PAGE>
certificates, statements, opinions or other instruments 
hereunder, they may, but need not, be consolidated and 
form one instrument.
 
 

Section 13.17   Nonpetition Covenant.  Notwithstanding any 
prior termination of this Agreement, the Transferor, the 
Servicer, the Trustee, the Transfer Agent and Registrar 
and each Paying Agent shall not, prior to the date which 
is one year and one day after the termination of this 
Agreement with respect to the Trust, acquiesce, petition 
or otherwise invoke or cause the Trust to invoke the 
process of any Governmental Authority for the purpose of 
commencing or sustaining a case against the Trust under 
any Federal or state bankruptcy, insolvency or similar 
law or appointing a receiver, liquidator, assignee, 
trustee, custodian, sequestrator or other similar 
official of the Trust or any substantial part of its 
property or ordering the winding-up or liquidation of the 
affairs of the Trust.

































                                    147

<PAGE>
    IN WITNESS WHEREOF, the Transferor, the 
Servicer and the Trustee have caused this Pooling and 
Servicing Agreement to be duly executed by their respec-
tive officers as of the day and year first above written.


                          NORDSTROM NATIONAL CREDIT BANK,
                           as Transferor and Servicer


                        By:  /s/     John Walgamott
                            -----------------------
                            Name:   John Walgamott
                            Title:  President, CEO



                          NORWEST BANK COLORADO,
                            NATIONAL ASSOCIATION
                            as Trustee and Paying Agent


                        By:  /s/     A. Lenore Martinez
                            ---------------------------
                            Name:    A. Lenore Martinez
                           Title: Senior Vice President






























<PAGE>
                                             SCHEDULE 1



LIST OF ACCOUNTS

Delivered to Trustee only

















































<PAGE>
EXHIBIT A 
TO THE MASTER POOLING 
AND SERVICING AGREEMENT 
 
 
EXCHANGEABLE TRANSFEROR 
CERTIFICATE 
 
 
THIS CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED, ASSIGNED, 
EXCHANGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH SECTIONS 6.3, 6.9 AND 7.2 OF 
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 
 
No. R-1    One Unit 
 
 
NORDSTROM CREDIT CARD MASTER TRUST 
EXCHANGEABLE TRANSFEROR CERTIFICATE 
 
 
This Certificate represents an interest in 
the Nordstrom Credit Card Master Trust 
 
Evidencing an undivided interest in a trust, the corpus of which consists of 
receivables generated or to be generated in a portfolio of designated VISA  
Card and MasterCard  credit card accounts. 
 
(Not an interest in or recourse obligation of Nordstrom National Credit Bank 
or any of its affiliates) 
 
This certifies that Nordstrom National Credit Bank is the registered owner of 
an undivided interest in the Nordstrom Credit Card Master Trust (the "Trust") 
issued pursuant to the Master Pooling and Servicing Agreement, dated as of 
August 14, 1996 (the "Pooling and Servicing Agreement"; such term to include 
any Supplement thereto) by and among Nordstrom National Credit Bank, as 
Transferor (in such capacity, the "Transferor"), Nordstrom National Credit 
Bank, as Servicer (in such capacity, the "Servicer"), and Norwest Bank 
Colorado, National Association, as Trustee (the "Trustee").  The corpus of the 
Trust consists of all of the Transferor's right, title and interest in and to 
a portfolio of receivables now existing and hereafter created (the 
"Receivables") arising under certain credit card accounts from time to time













                                    A-1

<PAGE>
owned by the Transferor and identified in the Pooling and Servicing Agreement 
(collectively, the "Accounts"), all monies due or to become due with respect 
thereto (including Recoveries) on and after the Cut Off Date, all proceeds of 
such Receivables, all monies as are from time to time deposited in the 
Collection Account and any other account or accounts maintained for the 
benefit of the Certificateholders and all monies as are from time to time 
available under any Enhancement for any Series for payment to 
Certificateholders.  The Receivables consist of Receivables which arise 
generally from the purchase of merchandise and services, periodic finance 
charges, cash advances and cash advance fees, access checks, annual cardholder 
fees, credit insurance premiums, late fees, overlimit fees, return check fees 
and all other fees and charges, as more fully specified in the Pooling and 
Servicing Agreement, including Recoveries on Receivables in Defaulted 
Accounts. 
 
Although a summary of certain provisions of the Pooling and Servicing 
Agreement is set forth below, this Certificate does not purport to summarize 
the Pooling and Servicing Agreement and reference is made to the Pooling and 
Servicing Agreement for information with respect to the interests, rights, 
benefits, obligations, proceeds, and duties evidenced hereby and the rights, 
duties and obligations of the Trustee.  A copy of the Pooling and Servicing 
Agreement may be requested from the Trustee by writing to the Trustee at 1740 
Broadway, Denver, Colorado  80274-8693, Attention:  Corporate Trust and Escrow 
Services.  To the extent not defined herein capitalized terms used herein have 
the meanings ascribed to them in the Pooling and Servicing Agreement. 
 
This Certificate is the Exchangeable Transferor Certificate, which represents 
a fractional undivided interest in the Trust including the right to receive 
the Collections and other amounts at the times and in the amounts specified in 
the Pooling and Servicing Agreement to be paid to the holder of the 
Exchangeable Transferor Certificate.  This Certificate is issued under and is 
subject to the terms, provisions and conditions of the Pooling and Servicing 
Agreement, to which Pooling and Servicing Agreement, as amended from time to 
time, the holder hereof by virtue of the acceptance hereof assents and by 
which the holder hereof is bound.


















 
                                     A-2 

<PAGE>
This Exchangeable Transferor Certificate represents the Transferor Interest in 
the Receivables in the Trust at any time.  In addition to the Exchangeable 
Transferor Certificate, Investor Certificates will be issued to investors 
pursuant to the Pooling and Servicing Agreement, which will represent the 
interests of Investor Certificateholders in the Trust.  This Certificate shall 
not represent any interest in the Collection Account, the Excess Funding 
Account or any other account or any Enhancement except as specifically 
provided in the Pooling and Servicing Agreement. 
 
The Transferor has entered into the Pooling and Servicing Agreement, and this 
Certificate is issued, with the intention that, for Federal, state and local 
income and franchise tax purposes, the Investor Certificates (other than those 
held by the Transferor) will qualify as indebtedness secured by the 
Receivables.  The Transferor, by entering into the Pooling and Servicing 
Agreement and by the acceptance of the Exchangeable Transferor Certificate, 
agrees to treat the Investor Certificates (other than those held by the 
Transferor) for Federal, state and local income and franchise tax purposes as 
indebtedness. 
 
Subject to certain conditions in the Pooling and Servicing Agreement, the 
obligations created by the Pooling and Servicing Agreement and the Trust 
created thereby shall terminate upon the earlier of (i) the day following the 
date on which funds shall have been deposited in the Collection Account 
sufficient to pay the Aggregate Invested Amount and any Enhancement Invested 
Amount plus applicable Certificate Interest accrued through the last day of 
the interest accrual period preceding such Distribution Date in full on all 
Series of Investor Certificates and (ii) August 14, 2096. 
 
Upon the termination of the Trust pursuant to Article XII of the Pooling and 
Servicing Agreement and the surrender of the Exchangeable Transferor 
Certificate, the Trustee shall return to the Transferor (without recourse, 
representation or warranty) all right, title and interest of the Trust in the 
Receivables, whether then existing or thereafter created, and all proceeds 
thereof except for amounts held by the Paying Agent and all other Trust 
Property.  The Trustee shall execute and deliver such instruments of transfer 
and assignment, in each case without recourse, as shall be reasonably


















                                     A-3

<PAGE>
requested by the Transferor to vest in the Transferor all right, title and 
interest which the Trustee had in the applicable Receivables. 
 
Unless the certificate of authentication hereon has been executed by or on 
behalf of the Trustee, by manual signature, this Certificate shall not be 
entitled to any benefit under the Pooling and Servicing Agreement, or be valid 
for any purpose.















































                                     A-4 

<PAGE>
IN WITNESS WHEREOF, Nordstrom National Credit Bank has caused this 
Exchangeable Transferor Certificate to be duly executed under its official 
seal. 
 
 
                              NORDSTROM NATIONAL CREDIT BANK 
 
 
                              By____________________________ 
                                     Authorized Signatory 
 
 
 
 
TRUSTEE'S CERTIFICATE OF AUTHENTICATION 
 
 
This is the Exchangeable Transferor Certificate referred to in the within-
mentioned Pooling and Servicing Agreement. 
 
 
Dated:         ,                    NORWEST BANK COLORADO, 
                                    NATIONAL ASSOCIATION 
                                      as Trustee 
 
 
 
                                    By_____________________ 
                                       Authorized Signatory 

























                                     A-5

<PAGE>
EXHIBIT B 
TO THE MASTER POOLING 
AND SERVICING AGREEMENT 
 
    FORM OF ASSIGNMENT OF RECEIVABLES IN SUPPLEMENTAL ACCOUNTS 
    
(As required by Subsection 2.6(c)(ii) of the Master 
Pooling and Servicing Agreement)  
 
 
ASSIGNMENT No. __ OF RECEIVABLES IN SUPPLEMENTAL ACCOUNTS, dated as of 
_________, ____, from NORDSTROM NATIONAL CREDIT BANK, a national banking 
association (the "Transferor"), to NORWEST BANK COLORADO, NATIONAL 
ASSOCIATION, a national banking association (the "Trustee") pursuant to the 
Master Pooling and Servicing Agreement referred to below. 
 
 
W I T N E S S E T H:  
 
 
WHEREAS, Nordstrom National Credit Bank, as Transferor and as Servicer, and 
the Trustee are parties to the Master Pooling and Servicing Agreement, dated 
as of August 14, 1996, including any Supplement thereto (hereinafter as such 
agreement may have been, or may from time to time be, amended, supplemented or 
otherwise modified, the "Pooling and Servicing Agreement"); and 
 
WHEREAS, pursuant to the Pooling and Servicing Agreement, the Transferor 
wishes to designate Supplemental Accounts to be included as Accounts and to 
convey the Receivables of such Supplemental Accounts, whether now existing or 
hereafter created, to the Trust as part of the corpus of the Trust (as each 
such term is defined in the Pooling and Servicing Agreement); and 
 
WHEREAS, the Trustee is willing to accept such designation and conveyance 
subject to the terms and conditions hereof; 
 
NOW THEREFORE, the Transferor and the Trustee hereby agree as follows: 


















                                     B-1 

<PAGE>
  1.  Defined Terms.  Unless otherwise defined herein, capitalized terms used 
herein shall have the meanings ascribed to them in the Pooling and Servicing 
Agreement. 
 
"Addition Date" shall mean, with respect to the Supplemental Accounts 
designated hereby, ____________, ____. 
 
"Addition Cut Off Date" shall mean, with respect to the Supplemental Accounts 
designated hereby, __________, ____. 
 
"Supplemental Account Selection Date" shall mean, with respect to the 
Supplemental Accounts designated hereby, __________, ____. 
 
  2.  Designation of Supplemental Accounts.  The Transferor shall deliver to 
the Trustee on or prior to the Addition Date, a computer file or microfiche 
list containing a true and complete list of all Accounts which as of the 
Addition Date shall be deemed to be Supplemental Accounts, identified by 
account number and by Receivable balance in such Supplemental Accounts as of 
the close of business on the Addition Cut Off Date.  Such list shall be marked 
as Schedule 1 to this Assignment and, as of the Addition Date, shall be 
incorporated into and made a part of this Assignment and the Pooling and 
Servicing Agreement. 
 
  3.  Conveyance of Receivables. (a) The Transferor does hereby transfer, 
assign, set-over and otherwise convey to the Trust for the benefit of the 
Certificateholders, without recourse, on and after the Addition Date, all 
right, title and interest of the Transferor in and to the Receivables now 
existing and hereafter created in the Supplemental Accounts designated on 
Schedule 1, all monies due or to become due with respect thereto on and after 
the Addition Cut Off Date and all amounts received with respect thereto, 
including all Recoveries related thereto, and all proceeds thereof. 
 
    (b)  In connection with such transfer, the Transferor agrees to record and 
file, at its own expense, financing statements (and continuation statements 
with respect to such financing statements when applicable) with respect to the 
Receivables now existing and hereafter created in the Supplemental Accounts


















                                     B-2

<PAGE>
designated on Schedule 1 (which may be a single financing statement with 
respect to all such Receivables) for the transfer of accounts and general 
intangibles (if necessary) as defined in Section 9-106 of the UCC as in effect 
in the Relevant UCC State meeting the requirements of Relevant UCC State law 
in such manner and such jurisdictions as are necessary to perfect the 
assignment of such Receivables to the Trust, and to deliver a file-stamped 
copy of such financing statement or other evidence of such filing (which may, 
for purposes of this Section 3, consist of telephone confirmation of such 
filing, confirmed within 24 hours in writing) to the Trustee on or prior to 
the Addition Date. 
 
    (c)  In connection with such transfer, the Transferor further agrees, at 
its own expense, on or prior to the Addition Date, to indicate clearly and 
unambiguously in its computer files that Receivables created in connection 
with the Supplemental Accounts designated hereby have been transferred to the 
Trust pursuant to this Assignment for the benefit of Certificateholders. 
 
  4.  Acceptance by Trustee.  Subject to the satisfaction of the conditions 
set forth in Section 6 of this Assignment, the Trustee hereby acknowledges its 
acceptance on behalf of the Trust of all right, title and interest previously 
held by the Transferor in and to the Receivables now existing and hereafter 
created, and declares that it shall maintain such right, title and interest, 
upon the trust herein set forth, for the benefit of all Certificateholders and 
any Enhancement Provider.  The Trustee further acknowledges that, prior to or 
simultaneously with the execution and delivery of this Assignment, the 
Transferor delivered to the Trustee the computer file or microfiche list 
described in Section 2 of this Assignment. 
 
  5.  Representations and Warranties of the Transferor.  The Transferor hereby 
represents and warrants to the Trust as of the Addition Date that: 
 
    (a)  Legal, Valid and Binding Obligation.  This Assignment constitutes a 
legal, valid and binding obligation of the Transferor, enforceable against the 
Transferor in accordance with its terms, subject to applicable bankruptcy, 
insolvency, reorganization, moratorium or other similar laws now or hereafter



















                                     B-3

<PAGE>
in effect affecting the enforcement of creditors' rights in general and the 
rights of creditors of national banking associations and except as such 
enforceability may be limited by general principles of equity (whether 
considered in a suit at law or in equity). 
 
    (b)  Eligibility of Accounts.  Each Supplemental Account designated hereby 
was, as of the Supplemental Account Selection Date, an Eligible Account. 
 
    (c)  Selection Procedures.  No selection procedures believed by the 
Transferor to be materially adverse to the interests of any Series of Investor 
Certificates or any Enhancement Provider were utilized in selecting the 
Supplemental Accounts designated hereby from the available Eligible Accounts 
in the Transferor's portfolio of credit card accounts. 
 
    (d)  Insolvency.  The Transferor is not insolvent and, after giving effect 
to the conveyance set forth in Section 3 of this Assignment, will not be 
insolvent. 
 
    (e)  Security Interest.  This Assignment constitutes either (i) a valid 
transfer and assignment to the Trust of all right, title and interest of the 
Transferor in and to the Receivables now existing and hereafter created in 
Supplemental Accounts designated on Schedule 1 hereto, all monies due or to 
become due with respect thereto on and after the Addition Cut Off Date, 
Recoveries and all proceeds (as defined in the UCC as in effect in the 
Relevant UCC State) of such Receivables, and such Receivables and all proceeds 
thereof will be held by the Trust free and clear of any Lien of any Person 
except for (x) Liens permitted under subsection 2.5(b) of the Pooling and 
Servicing Agreement, (y) the interest of the holder of the Exchangeable 
Transferor Certificate and (z) any right of the holder of the Exchangeable 
Transferor Certificate to receive interest accruing on, and investment 
earnings with respect to, the Collection Account, the Excess Funding Account 
and any other account or accounts maintained for the benefit of 
Certificateholders as provided in the Pooling and Servicing Agreement and any 
Supplement; or (ii) a grant of a security interest (as defined in the UCC as 
in effect in the Relevant UCC State) in such property to the Trustee on behalf 
of the Trust, which is enforceable with respect to the existing Receivables of


















                                     B-4

<PAGE>
the Supplemental Accounts designated on Schedule 1 hereto, and the proceeds 
thereof (to the extent set forth in Section 9-306 of the UCC as in effect in 
the Relevant UCC State) upon the conveyance of such Receivables to the Trust, 
and which will be enforceable with respect to the Receivables thereafter 
created in respect of Supplemental Accounts designated on Schedule 1 hereto 
and the proceeds thereof to such extent, upon such creation; and (iii) if this 
Assignment constitutes the grant of a security interest to the Trust in such 
property, upon the filing of financing statements described in Section 3 of 
this Assignment with respect to the Supplemental Accounts designated hereby 
and in the case of the Receivables of such Supplemental Accounts thereafter 
created and the proceeds thereof upon such creation, the Trust shall have a 
first priority perfected security interest in such property and the proceeds 
thereof (to the extent set forth in Section 9-306 of the UCC as in effect in 
the Relevant UCC State), except for Liens permitted under subsection 2.5(b) of 
the Pooling and Servicing Agreement. 
 
  6.  Conditions Precedent.  The acceptance of the Trustee set forth in 
Section 4 and the amendment of the Pooling and Servicing Agreement set forth 
in Section 7 are subject to the satisfaction, on or prior to the Addition 
Date, of the following conditions precedent: 
 
    (a)  Officer's Certificate.  The Transferor shall have delivered to the 
Trustee an Officer's Certificate dated as of the Addition Date, certifying 
that (i) all requirements set forth in Section 2.6 of the Pooling and 
Servicing Agreement for designating Supplemental Accounts and conveying the 
Receivables of such Accounts, whether now existing or hereafter created, have 
been satisfied and (ii) each of the representations and warranties made by the 
Transferor in Section 5 is true and correct as of the Addition Date.  The 
Trustee may conclusively rely on such Officer's Certificate, shall have no 
duty to make inquiries with regard to the matters set forth therein, and shall 
incur no liability in so relying. 
 
    (b)  Opinion of Counsel.  The Transferor shall have delivered to the 
Trustee and each Rating Agency assigning a rating for any class of Investor 
Certificates of any then outstanding Series an Opinion of Counsel with respect 
to the Receivables in the Supplemental Accounts designated hereby


















                                     B-5

<PAGE>
substantially in the form of Part One of Exhibit G to the Pooling and 
Servicing Agreement. 
 
  7.  Amendment of the Pooling and Servicing Agreement.  The Pooling and 
Servicing Agreement is hereby amended to provide that all references therein 
to the "Pooling and Servicing Agreement," to "this Agreement" and "herein" 
shall be deemed from and after the Addition Date to be a dual reference to the 
Pooling and Servicing Agreement as supplemented by this Assignment.  Except as 
expressly amended hereby, all of the representations, warranties, terms, 
covenants and conditions of the Pooling and Servicing Agreement shall remain 
unamended and shall continue to be, and shall remain, in full force and effect 
in accordance with its terms and except as expressly provided herein shall not 
constitute or be deemed to constitute a waiver of compliance with or a consent 
to non-compliance with any term or provision of the Pooling and Servicing 
Agreement. 
 
  8.  Counterparts.  This Assignment may be executed in two or more 
counterparts (and by different parties on separate counterparts), each of 
which shall be an original, but all of which together shall constitute one and 
the same instrument. 
 
 
































                                     B-6 

<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Assignment of Receivables 
in Supplemental Accounts to be duly executed and delivered by their respective 
duly authorized officers on the day and year first above written. 
 
 
 
                              NORDSTROM NATIONAL CREDIT BANK 
                                as Transferor of the 
                                Supplemental Accounts 
 
 
                              By____________________________ 
                                Name: 
                                Title: 
 
 
                              NORWEST BANK COLORADO, 
                              NATIONAL ASSOCIATION 
                                as Trustee and Paying Agent 
 
 
                              By___________________________ 
                                Name: 
                                Title: 
 
 
 



























                                     B-7 

<PAGE>
      Schedule 1         
      to Assignment of 
      Receivables in 
      Supplemental Accounts 
 
 
      SUPPLEMENTAL ACCOUNTS 
 














































                                     B-8 

<PAGE>
EXHIBIT C 
TO THE MASTER POOLING 
AND SERVICING AGREEMENT 
 
 
FORM OF REASSIGNMENT OF RECEIVABLES 
 
(As required by Section 2.7(b)(i) of the 
Master Pooling and Servicing Agreement) 
 
 
REASSIGNMENT No. __ OF RECEIVABLES, dated as of _________, ____, between 
NORDSTROM NATIONAL CREDIT BANK, a national banking association, and NORWEST 
BANK COLORADO, NATIONAL ASSOCIATION, a national banking association (the 
"Trustee"), pursuant to the Master Pooling and Servicing Agreement referred to 
below. 
 
W I T N E S S E T H: 
 
WHEREAS, Nordstrom National Credit Bank, as transferor (the "Transferor") and 
as servicer, and the Trustee are parties to the Master Pooling and Servicing 
Agreement, dated as of August 14, 1996, including any Supplement (hereinafter 
as such agreement may have been, or may from time to time be, amended, 
supplemented or otherwise modified, the "Pooling and Servicing Agreement"); 
and 
 
WHEREAS, pursuant to the Pooling and Servicing Agreement, the Transferor 
wishes to remove all Receivables from certain designated Accounts (the 
"Removed Accounts") and to cause the Trustee to quitclaim the Receivables of 
such Removed Accounts, whether now existing or hereafter created, from the 
Trust to the Transferor (as each such term is defined in the Pooling and 
Servicing Agreement); and 
 
WHEREAS, the Trustee is willing to accept such designation and to quitclaim 
the Receivables in the Removed Accounts subject to the terms and conditions 
hereof; 
 
NOW THEREFORE, the Transferor and the Trustee hereby agree as follows:
















                                     C-1

<PAGE>
  1.  Defined Terms.  Unless otherwise defined herein, capitalized terms used 
herein shall have the meanings ascribed to them in the Pooling and Servicing 
Agreement. 
 
"Removal Date" shall mean, with respect to the Removed Accounts designated 
hereby, ____________, ____. 
 
"Removal Notice Date" shall mean, with respect to the Removed Accounts 
designated hereby, _________, _____ (which shall be a date on or prior to the 
fifth Business Day prior to the Removal Date). 
 
  2.  Designation of Removed Accounts.  The Transferor shall deliver to the 
Trustee herewith, a computer file or microfiche list containing a true and 
complete list of each Account which as of the Removal Date shall be deemed to 
be a Removed Account, such Accounts being identified by account number and by 
the aggregate balance of the Receivables in such Removed Accounts as of the 
Removal Notice Date.  Such list shall be marked as Schedule 1 to this 
Reassignment and shall be incorporated into and made a part of this 
Reassignment and the Pooling and Servicing Agreement as of the Removal Date. 
 
  3.  Conveyance of Receivables.  The Trustee does hereby quitclaim to the 
Transferor, without recourse or representation on and after the Removal Date, 
all right, title and interest of the Trust in and to the Receivables now 
existing and hereafter created in the Removed Accounts designated on Schedule 
1, all monies due or to become due and all amounts received with respect 
thereto, including all Recoveries related thereto, and all proceeds thereof. 
 
    (a)  In connection with such transfer, the Trustee agrees to execute and 
deliver to the Transferor on or prior to the date of this Reassignment, a 
termination statement with respect to the Receivables now existing and 
hereafter created in the Removed Accounts designated hereby (which may be a 
single termination statement with respect to all such Receivables) evidencing 
the release by the Trust of its lien on the Receivables in the Removed 
Accounts, and meeting the requirements of applicable state law, in such manner 
and such jurisdictions as are necessary to remove such lien.  The Transferor 
shall be responsible for filing any such termination statement and the Trustee


















                                     C-2

<PAGE>
shall have no responsibility to see to any recording or filing of any such 
termination statement. 
 
  4.  Acceptance by Trustee.  The Trustee hereby acknowledges that, prior to 
or simultaneously with the execution and delivery of this Reassignment, the 
Transferor delivered to the Trustee the computer file or microfiche list 
represented by the Transferor to be as described in Section 2 of this 
Reassignment. 
 
  5.  Representations and Warranties of the Transferor.  The Transferor hereby 
represents and warrants to the Trust as of the Removal Date: 
 
    (a)  Legal, Valid and Binding Obligation.  This Reassignment constitutes a 
legal, valid and binding obligation of the Transferor, enforceable against the 
Transferor in accordance with its terms, subject to applicable bankruptcy, 
insolvency, reorganization, moratorium or other similar laws now or hereafter 
in effect affecting the enforcement of creditors' rights in general and the 
rights of creditors of national banking associations and except as such 
enforceability may be limited by general principles of equity (whether 
considered in a suit at law or in equity); and 
 
    (b)  Selection Procedures.  No selection procedures believed by such 
Transferor to be materially adverse to the interests of any outstanding Series 
of Investor Certificates or any Enhancement Provider were utilized in 
selecting the Removed Accounts designated hereby. 
 
  6.  Conditions Precedent.  The amendment of the Pooling and Servicing 
Agreement set forth in Section 7 hereof is subject to the satisfaction, on or 
prior to the Removal Date, of the following condition precedent: 
 
    (a)  Officer's Certificate.  The Transferor shall have delivered to the 
Trustee and the Rating Agencies an Officer's Certificate certifying that (i) 
on the Removal Date, all requirements set forth in Section 2.7 of the Pooling 
and Servicing Agreement for designating Removed Accounts and reconveying the 
Receivables of such Removed Accounts, whether now existing or hereafter 
created, have been satisfied, and (ii) each of the representations and 
warranties made by the Transferor in Section 5 hereof is true and correct as

















                                     C-3

<PAGE>
of the Removal Date.  The Trustee may conclusively rely on such Officer's 
Certificate, shall have no duty to make inquiries with regard to the matters 
set forth therein and shall incur no liability in so relying. 
 
  7.  Amendment of the Pooling and Servicing Agreement.  The Pooling and 
Servicing Agreement is hereby amended to provide that all references therein 
to the "Pooling and Servicing Agreement," to "this Agreement" and "herein" 
shall be deemed from and after the Removal Date to be a dual reference to the 
Pooling and Servicing Agreement as supplemented by this Reassignment.  Except 
as expressly amended hereby, all of the representations, warranties, terms, 
covenants and conditions of the Pooling and Servicing Agreement shall remain 
unamended and shall continue to be, and shall remain, in full force and effect 
in accordance with its terms and except as expressly provided herein shall not 
constitute or be deemed to constitute a waiver of compliance with or a consent 
to non-compliance with any term or provision of the Pooling and Servicing 
Agreement. 
 
  8.  Counterparts.  This Reassignment may be executed in two or more 
counterparts (and by different parties on separate counterparts), each of 
which shall be an original, but all of which together shall constitute one and 
the same instrument. 
 
































                                     C-4 

<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Reassignment of 
Receivables to be duly executed and delivered by their respective duly 
authorized officers on the day and year first above written. 
 
 
      NORDSTROM NATIONAL CREDIT BANK 
        as Transferor 
 
 
 
      By____________________________ 
        Name: 
        Title: 
 
 

      NORWEST BANK COLORADO, 
      NATIONAL ASSOCIATION 
        as Trustee and Paying Agent 
 
 
 
      By___________________________ 
        Name: 
        Title: 





























                                     C-5 

<PAGE>
        Schedule 1         
        to Reassignment  
        of Receivables 
 
 
REMOVED ACCOUNTS 
















































                                     C-6 

<PAGE>
EXHIBIT D 
TO THE MASTER POOLING 
AND SERVICING AGREEMENT 
 
 
FORM OF SERIES CLOSING DATE REPORT 
 
 
NORDSTROM NATIONAL CREDIT BANK 
 
_______________________________________ 
 
NORDSTROM CREDIT CARD MASTER TRUST 
_______________________________________ 
 
 
The undersigned, duly authorized representative of Nordstrom National Credit 
Bank, as Servicer (the "Servicer") pursuant to the Master Pooling and 
Servicing Agreement dated as of August 14, 1996, by and among Nordstrom 
National Credit Bank, as Transferor and as Servicer, and Norwest Bank 
Colorado, National Association, as trustee (the "Trustee"), does hereby 
certify to the best of his or her knowledge after reasonable investigation 
that: 
 
  1.  The Servicer is as of the date hereof the Servicer under the Pooling and 
Servicing Agreement.  Capitalized terms used in this Certificate have their 
respective meanings set forth in the Pooling and Servicing Agreement. 
 
  2.  The undersigned is duly authorized pursuant to the Pooling and Servicing 
Agreement to execute and deliver this certificate to the Trustee. 
 
  3.  This certificate is delivered pursuant to Section 3.4(a) of the Pooling 
and Servicing Agreement. 
 
  4.  The Aggregate Principal Receivables as of the end of the day two 
Business Days preceding the Closing Date for Series ____ was $        .


















                                     D-1 

<PAGE>
  5.  The Transferor Amount and the Excluded Receivables Balance as of the end 
of the day two Business Days preceding the Closing Date for Series ____ were 
$________ and $________, respectively, and the Transferor Percentage as of 
such date was ____%. 
 
  6.  The Transferor Percentage after giving effect to the issuance of the 
Investor Certificates of Series ____ is expected to be not less than __%. 
 
 
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the 
Servicer, has duly executed this Certificate this     day of        ,     . 
 
 
NORDSTROM NATIONAL CREDIT BANK 
  as Servicer 
 
 
 
      By:_____________________ 
          Name: 
         Title: 
 
































                                     D-2 

<PAGE>
EXHIBIT E 
TO THE MASTER POOLING 
AND SERVICING AGREEMENT 
 
 
 
FORM OF MONTHLY SERVICER'S CERTIFICATE  
NORDSTROM NATIONAL CREDIT BANK  
_______________________________________  
NORDSTROM CREDIT CARD MASTER TRUST ________________________________________  
 
 
The undersigned, a duly authorized representative of Nordstrom National Credit 
Bank ("Nordstrom"), as Servicer pursuant to the Master Pooling and Servicing 
Agreement dated as of August 14, 1996 (the "Pooling and Servicing Agreement"), 
between Nordstrom, as Transferor and Servicer, and Norwest Bank Colorado, 
National Association, as Trustee, does hereby certify as follows: 
 
  1.  Capitalized terms used in this Officer's Certificate have their 
respective meanings set forth in the Pooling and Servicing Agreement. 
 
  2.  Nordstrom is as of the date hereof the Servicer under the Pooling and 
Servicing Agreement. 
 
  3.  The undersigned is a Servicing Officer. 
 
  4.  The aggregate amount of Collections processed for preceding Due Period 
was equal to                               $ _____ 
 
  5.  The aggregate amount of Collections of Finance Charge Receivables for 
the Due Period was equal to                $       
 
  6.  The aggregate amount of Collections of Principal Receivables for 
preceding Due Period was equal to          $ _____



 
















                                     E-1 

<PAGE>
  7.  The Invested Percentage with respect to Collections of Principal 
Receivables on the last day of the preceding Due Period was equal to: 
                 Series            % 
                 Series            % 
                 etc. 
 
  8.  The Invested Percentage with respect to Collections of Finance Charge 
Receivables on the last day of the preceding Due Period was equal to: 
                 Series            % 
                 Series            % 
                 etc. 
 
  9.  The Invested Percentage with respect to Defaulted Receivables on the 
last day of the preceding Due Period was equal to: 
                 Series            % 
                 Series            % 
                 etc. 
 
  10.  The total amount to be distributed to Investor Certificateholders on 
the next succeeding Distribution Date is equal to: 
                 Series           $ 
                 Series           $ 
                 etc. 
 
  11.  The amount to be distributed to Investor Certificateholders on the next 
succeeding Distribution Date per $1,000 original principal amount is equal to: 
                 Series          $ 
                 Series          $ 
                 etc. 
 
  12.  The amount of such distribution allocable to principal is equal to: 
                 Series         $ 
                 Series         $ 
                 etc.


 

















                                     E-2 

<PAGE>
  13.  The amount of such distribution allocable to principal per $1,000 
original principal amount is equal to: 
                 Series        $ 
                 Series        $ 
                 etc. 
 
  14.  The amount of such distribution allocable to interest is equal to: 
                 Series        $ 
                 Series        $ 
                 etc. 
 
  15.  The amount of such distribution allocable to interest per $1,000 
original principal amount is equal to: 
                 Series       $ 
                 Series       $ 
                 etc. 
 
  16.  The aggregate outstanding balance of Accounts which were as of the last 
day of the immediately preceding Due Period delinquent: 
                 30-59 days                         $ _____ 
                 60-89 days                         $ _____ 
                 90-119 days                        $ _____ 
                 120 or more days                   $ _____ 
 
  17.  The Investor Default Amount for the preceding Due Period is equal to: 
                 Series      $ 
                 Series      $ 
                 etc. 
 
  18.  (a)  The amount of Investor Charge-Offs with respect to next succeeding 
Distribution Date is equal to: 
                 Series      $ 
                 Series      $ 
                 etc. 




















                                     E-3 

<PAGE>
       (b)  The amount of reimbursement of Investor Charge-Offs with respect 
to the next succeeding Distribution Date is equal to : 
                 Series    $ 
                 Series    $ 
                 etc. 
 
  19.  The amount of the Investor Monthly Servicing Fee required to be paid on 
the next succeeding Distribution Date is equal to: 
                 Series    $ 
                 Series    $ 
                 etc. 
 
  20.  The existing Deficit Controlled [Amortization] [Accumulation] Amount, 
if applicable, is equal to: 
                 Series    $ 
                 Series    $ 
                 etc. 
 
  21.  The aggregate amount of Receivables in the Trust at the close of 
business on the last day of the preceding Due Period is equal to: 
                 Series    $ 
                 Series   $
                 etc. 
 
  22.  The Invested Amount at the close of business on the last day of the 
preceding Due Period is equal to: 
                 Series    $ 
                 Series    $ 
                 etc. 
 
  23.  The available amount of any applicable Enhancement is equal to: 
                 Series    $ 
                 Series    $ 
                 etc. 




















                                     E-4 

<PAGE>
  24.  The Series Factor as of the end of the related Due Period is equal to: 
                 Series    $ 
                 Series    $ 
                 etc. 
 
  25.  Attached hereto is a true and correct copy of the Monthly 
Certificateholder's Statement required to be delivered by the Servicer on the 
date of this Officer's Certificate to the Trustee in respect of each Series 
outstanding pursuant to the Pooling and Servicing Agreement and the 
Supplements thereto. 
 
  26.  As of the date hereof (no Early Amortization Event with respect to any 
Series has occurred during or with respect to the preceding Due Period) (an 
Early Amortization Event has occurred with respect to Series). 
 
  27.  As of the date hereof (i) Nordstrom's short-term certificate of deposit 
rating (if any) is ___ by Moody's and ___ by Standard & Poor's( , which in the 
case of (Moody's) (Standard & Poor's) is an implied rating) and (ii) Nordstrom 
Credit, Inc.'s commercial paper rating (if any) is ___ by Moody's and ___ by 
Standard & Poor's( , which in the case of (Moody's) (Standard & Poor's) is an 
implied rating). 
 
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this 
certificate this     day of               ,     . 
      
 
                                    NORDSTROM NATIONAL CREDIT BANK 
                                      as Servicer 
 
 
 
                                    By ______________________ 
                                          Servicing Officer 
 




















                                     E-5 

<PAGE>
EXHIBIT F 
TO THE MASTER POOLING 
AND SERVICING AGREEMENT 
 
 
 
FORM OF ANNUAL SERVICER'S CERTIFICATE 
 
NORDSTROM NATIONAL CREDIT BANK 
 
____________________________________ 
 
NORDSTROM CREDIT CARD MASTER TRUST 
____________________________________ 
 
The undersigned, a duly authorized representative of Nordstrom National Credit 
Bank ("Nordstrom"), as Servicer pursuant to the Master Pooling and Servicing 
Agreement dated as of August 14, 1996 (the "Pooling and Servicing Agreement"), 
between Nordstrom, as Transferor and Servicer, and Norwest Bank Colorado, 
National Association, as Trustee, does hereby certify that: 
 
  1.  Capitalized terms used in this Officer's Certificate have their 
respective meanings set forth in the Pooling and Servicing Agreement. 
 
  2.  Nordstrom is as of the date hereof the Servicer under the Pooling and 
Servicing Agreement. 
 
  3.  The undersigned is duly authorized pursuant to the Pooling and Servicing 
Agreement to execute and deliver this Officer's Certificate to the Trustee. 
 
  4.  This certificate is delivered pursuant to Section 3.5 of the Pooling and 
Servicing Agreement. 
 
  5.  A review of the activities of the Servicer during the calendar year 
ended December 31,      and of its performance under the Pooling and Servicing 
Agreement was made under my supervision. 
 
  6.  Based on such review, to the best of the undersigned's knowledge, the 
Servicer has fully performed all its obligations under the Pooling and















                                     F-1

<PAGE>
Servicing Agreement throughout such calendar year and no event which, with the 
giving of notice or passage of time or both, would constitute a Servicer 
Default has occurred or is continuing except as set forth in paragraph 7 
below. 
 
  7.  The following is a description of each Servicer Default under the 
provisions of the Pooling and Servicing Agreement known to me to have been 
made during the calendar year ended December 31, ____, which sets forth in 
detail the (i) nature of each such Servicer Default, (ii) the action taken by 
the Servicer, if any, to remedy each such Servicer Default and (iii) the 
current status of each such Servicer Default: 
 
 
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the 
Servicer, has duly executed this Certificate this ___ day of __________, ____. 
 
 
                                       By:________________________ 
                                          Name: 
                                          Title: 
 

































                                     F-2 

<PAGE>
EXHIBIT G 
TO THE MASTER POOLING 
AND SERVICING AGREEMENT 
 
 
 
PART ONE 
 
PROVISIONS TO BE INCLUDED IN 
OPINION OF COUNSEL TO BE 
DELIVERED PURSUANT TO 
SUBSECTION 2.6(c)(vi) OF THE 
POOLING AND SERVICING AGREEMENT  
 
The opinions set forth below may be subject to certain qualifications, 
assumptions, limitations and exceptions taken or made in the opinion of the 
Transferor's counsel with respect to similar matters delivered on the Initial 
Closing Date.  Such counsel may rely as to factual matters on certificates of 
officers of the Transferor and the Servicer. 
 
(i)  The Assignment has been duly authorized, executed and delivered by the 
Transferor and constitutes the valid and legally binding agreement of the 
Transferor, enforceable against the Transferor in accordance with its terms 
subject to bankruptcy, insolvency, fraudulent transfer, reorganization, 
moratorium and similar laws of general applicability relating to or affecting 
creditor's rights and the rights of creditors of national banking associations 
and to general equity principles. 
 
(ii)  The provisions of the Pooling and Servicing Agreement are effective to 
create, in favor of the Trustee for the benefit of the Holders of the 
Certificates, a valid security interest in the Receivables and the proceeds 
thereof.  Such security interest constitutes a first priority perfected 
security interest in such Receivables and the proceeds thereof.  No other 
security interest of any creditor of the Transferor is equal or prior to the 
security interest of the Trustee in such Receivables. 
 
(iii)  No filing or other action, other than the filing of a Uniform 
Commercial Code financing statement in the recording offices in the Relevant 
UCC State is necessary to perfect or maintain the security interest in the















                                     G-1

<PAGE>
Receivables and the proceeds thereof, except that (a) appropriate Uniform 
Commercial Code continuation statements must be filed within the period of six 
months prior to the expiration of five years from the date of the original 
filing, (b) if the Transferor changes its name, identity or corporate 
structure, appropriate Uniform Commercial Code financing statements must be 
filed prior to the expiration of four months after the Transferor changes its 
name, identity or corporate structure and (c) if the Transferor changes its 
chief executive office or principal place of business to a jurisdiction other 
than the State of Delaware, such security interest must be perfected in such 
jurisdiction within four months of the date on which the change occurs (or 
earlier, if perfection under the laws of such jurisdiction would have 
otherwise ceased as set forth in clause (a) above). 
 
 
PART TWO 
 
PROVISIONS TO BE INCLUDED IN 
OPINION OF COUNSEL PURSUANT 
   TO SUBSECTION 13.1(g)      
 
 
The counsel rendering this opinion may rely on certificates of officers of the 
Servicer as regards factual matters. 
 
(i)  The Amendment to the Pooling and Servicing Agreement, attached hereto as 
Exhibit A (the "Amendment"), has been duly authorized, executed and delivered 
by the Transferor and constitutes the valid and legally binding agreement of 
the Transferor, enforceable in accordance with its terms subject to 
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and 
similar laws of general applicability relating to or affecting creditor's 
rights and the rights of creditors of national banking associations and to 
general equity principles. 
 
(ii)  The Amendment has been entered into in accordance with the terms and 
provisions of Section 13.1 of the Pooling and Servicing Agreement. 
 
((iii)  The Amendment will not materially and adversely affect the interests 
of the Investor Certificateholders.)
















                                     G-2 

<PAGE>
EXHIBIT H 
TO THE MASTER POOLING 
AND SERVICING AGREEMENT 
 
 
 
PROVISIONS TO BE INCLUDED 
IN ANNUAL OPINION OF COUNSEL  
 
The opinion set forth below, which is to be delivered pursuant to subsection 
13.2(d)(iii) of the Pooling and Servicing Agreement, may be subject to certain 
qualifications, assumptions, limitations and exceptions taken or made in the 
opinion of counsel delivered on the Initial Closing Date with respect to 
similar matters . 
 
No filing or other action, other than such filing or action described in such 
opinion, is necessary from the date of such opinion through          1 of the 
following year to continue the perfected status of the interest of the Trust 
in the collateral described in the financing statements referred to in such 
opinion.


































                                     H-1 

<PAGE>
EXHIBIT I 
TO THE MASTER POOLING 
AND SERVICING AGREEMENT 
 
 
 
ACCOUNT AGREEMENTS 















































                                     I-1

<PAGE>
ENHANCE YOUR
ENJOYMENT OF NORDSTROM

The perfect fit is something you look for in both clothes and customer
service.  And nobody knows the value of a perfect fit better than a Nordstrom
customer.  Which is why you'll be delighted with a Nordstrom Visa card.

Your Nordstrom Visa card keeps everything you love about shopping with us at
your fingertips.

  Advance notice of sales.  You'll receive advance notice of major Nordstrom
sales, plus our holiday catalog.

  Personal Touch.  Our fashion experts can update your wardrobe, plan a
special outfit or find the perfect gift.  Call ahead, and your selections will
be waiting when you arrive.
  
  Beauty Hotline.  Just a toll-free phone call puts you in touch with one of
our cosmetics and fragrance consultants.

  Nordstrom, The Catalog.  Shop with your card from the convenience of your
home and office.


THE BEST SHOPPING OF ALL

Only one card combines the worldwide convenience of Visa with the special
recognition and rewards of shopping at Nordstrom.

We invite you to apply for Nordstrom Visa card in any of our stores.  Within
minutes a sales associate or customer service representative can process you
application.  We look forward to sending you a Visa card that is designed to
fit you, our Nordstrom customer.























<PAGE>
NNCB VISA CREDIT APPLICATION

Tell us about yourself
you must be 18 or older and have a bankcard reference to apply

Name:  First                               Middle
Last                      

Street Address:                            City                    
State             Zip 

If less than one year at current address previous address


Home Phone (   )                 Business Phone (   )                Employer

Employer Address               City                State                Zip
Position

How long at current employer_________Annual Income________
Name of nearest Relative       Relative's Home Phone (   )               

Driver's License or State ID Number/State of Issue
Date of Birth          Social Security Number       Mother's Maiden Name

Would you like a Personal Identification Number issued with you card?

Yes     No

Do you want to add an authorized purchaser to you account?

Name                  Relationship

Do you have a Nordstrom Account?  Yes     No  Nordstrom Account Number, if known

Tell us about your co-applicant
If you are married, you may apply for a individual account,
please complete the following and have the co-applicant sign below.

Name:  First                     Middle                         Last
Relation to Applicant

Employer                            Employer Address                 City
State                         Zip                 Business Phon

Position/Length of Employment                   Annual Income
Social Security                       Date of Birth                     
Mother's Maiden Name


Please sign below

Applicant's Signature                                              Date

Co-Applicant's Signature                                        Date

<PAGE>
Schedule B

SAMPLE OFFICIAL STATEMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC - bracketed material may be applicable only to certain issues)

1.  The Depository Trust Company ("DTC"), New York, NY, will act as securities
depository for the securities (the "Securities").  The Securities will be
issued as fully registered Security certificate will be issued for
(each issue of) the Securities, (each) in the aggregate principal
amount of such issue, and will be deposited with DTC. (If, however,
the aggregate principal amount of (any) issue exceeds $200 million,
one certificate will be issued with respect to each $200 million of
principal amount and an additional certificate will be issued with
respect to any remaining principal amount of such issue.)

2.  DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act to 1934.  DTC holds securities that its participants ("Participants")
deposit with DTC.  DTC also facilitates the settlement among Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement
of securities certificates.  Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and
certain other organizations.  DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the American
Stock Exchange, Inc., and the National Association of Securities Dealers,
Inc.  Access to the DTC system is also available to others such as 
securities brokers and dealers, banks, and trust companies that clear through 
or maintain a custodial relationship with a Direct Participant, either directly 
or indirectly ("Indirect Participants").  The Rules applicable to DTC and its 
Participants are on file with the Securities and Exchange Commission.

3.  Purchases of Securities under the DTC system must be made by or through 
Direct Participants, which will receive a credit for the Securities on DTC's 
records.  The ownership interest of each actual purchaser of each Security 
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect 
Participants' records.  Beneficial Owners will not receive written confirmation 
form DTC of their purchase, but Beneficial Owners are expected to receive 
written confirmations providing details of the transaction, as well as periodic 
statements of their holdings, from the Direct or Indirect Participant through 
which the Beneficial Owner entered into the transaction.  Transfers of 
ownership interest in the Securities are to be accomplished by entries made on 
the books of Participants acting on behalf of Beneficial Owners.  Beneficial 
Owners will not receive certificates representing their ownership interests in 
Securities, except in the event that use of the book-entry system for the 
Securities is discontinued.

4.  To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co.  The deposit of Securities with DTC and their
registration in the name of Cede & Co. effect no change in beneficial
ownership.  DTC had no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the
Direct Participants to whose accounts such Securities are credited,
which may or may not be the Beneficial Owners.  The Participants 
will remain responsible for keeping account of their holdings on behalf of 
their customers.

5.  Conveyance of notices and other communications by DTC to Direct 
Participants, by Direct Participants to Indirect Participants, by Direct 
Participants and Indirect Participants to Beneficial Owners will be governed 
by arrangements among them, subject to any statutory or regulatory 
requirements as may be in effect from time to time.

(6.  Redemption notices shall be sent to Cede & Co.  If less than all of the 
Securities within an issue are being redeemed, DTC's practice is to determine 
by lot the amount of the interest of each Direct Participant in such issue to 
be redeemed.)


                                     -i-

<PAGE>

7.  Neither DTC nor Cede & Co. will consent or vote with respect to 
Securities.  Under its usual procedures, DTC mails an Ominbus Proxy to 
Issuer as soon as possible after the record date.  The Ominbus Proxy assigns 
Cede & Co.'s consenting or voting rights to those Direct Participants to whose 
accounts the Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).

8.  Principal an interest payments on the Securities will be make to DTC.  
DTC's practice is to credit Direct Participants' accounts on payable date in 
accordance with their respective holdings shown on DTC's records unless 
DTC has reason to believe that it will not receive payment on payable date.  
Payments by Participants to Beneficial Owners will be governed by standing 
instructions and customary practices, as is the case with securities held
for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of
DTC, Trustee, or Issuer, subject to any statutory or regulatory
responsibility of Issuer or Trustee, disbursement of such payment
to Direct Participants shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.

(9.  A Beneficial Owner shall give notice to elect to have its Securities 
purchased or tendered, through its Participant, to Trustee (or Tender/
Remarketing Agent), and shall effect delivery of such Securities by 
causing the Direct Participant to transfer the Participant's interest in the 
Securities, on DTC's records, to Trustee (or Tender/Remarketing Agent).  
The requirement for physical delivery of Securities in connection with an 
optional tender or a mandatory purchase will be deemed satisfied when the 
ownership rights in the Securities are transferred by Direct Participants on 
DTC's records and followed by a book-entry credit of tendered Securities to 
trustee (or Tender/Remarketing Agent's) DTC account.

10.  DTC may discontinue providing its services as securities depository 
with respect to the Securities at any time by giving reasonable notice to
Issuer or Agent.  Under such circumstances, in the event that a successor
securities depository is not obtained, Security certificates are required
to be printed and
delivered.

11.  Issuer may decide to discontinue use of the system of book-entry 
transfers through DTC (or a successor securities depository).  In that event, 
Security certificates will be printed and delivered.

12.  The information in this section concerning DTC and DTC's book-entry 
system has been obtained from sources that Issuer believes to be reliable, but 
Issuer takes no responsibility for the accuracy thereof.











                                     -ii-



<PAGE>
EXHIBIT J 
TO THE MASTER POOLING 
AND SERVICING AGREEMENT 
 
 
 
FORM OF DEPOSITORY AGREEMENT (LETTER OF REPRESENTATIONS)















































                                     J-1




<PAGE>
SERIES 1996-A SUPPLEMENT, dated as of August 14, 1996 (this Series 
Supplement), by and among NORDSTROM NATIONAL CREDIT BANK, a national 
banking association, as Transferor and Servicer, NORDSTROM CREDIT, INC., 
a Colorado corporation, and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, 
a national banking association (together with its successors in trust 
thereunder as provided in the Agreement referred to below, the Trustee), 
as trustee under the Master Pooling and Servicing Agreement, dated as of 
August 14, 1996 (the Agreement). 

PRELIMINARY STATEMENT 
 
 
Section 6.9 of the Agreement provides, among other things, that the 
Transferor and the Trustee may at any time and from time to time enter 
into one or more Supplements to the Agreement for the purpose of 
authorizing the issuance by the Trustee to the Transferor, for execution 
and redelivery to the Trustee for authentication, of one or more Series 
of Certificates.  The Transferor, the Servicer and Nordstrom Credit, 
Inc. each hereby enter into this Series Supplement with the Trustee as 
required by Section 6.9(c) of the Agreement to provide for the issuance, 
authentication and delivery of the Investor Certificates of Series 1996-
A.  In the event that any term or provision
 contained herein shall 
conflict with or be inconsistent with any term or provision contained in 
the Agreement, the terms and provisions of this Series Supplement shall 
govern. 

All capitalized terms not otherwise defined herein are defined in the 
Agreement.  All Article, Section or subsection references herein shall 
mean Article, Section or subsections of the Agreement, except as 
otherwise provided herein.  Unless otherwise stated herein, as the 
context otherwise requires or if such term is otherwise defined in the 
Agreement, each capitalized term used or defined herein shall relate 
only to the Series 1996-A Certificates and no other Series of 
Certificates issued by the Trust.
 
Section 1.  Designation.  The Certificates issued hereunder shall be 
designated generally as the Series 1996-A Certificates.  The Investor 
Certificates of Series 1996-A (collectively, the Certificates or the 
Series 1996-A Certificates) shall be issued in two classes, which shall 
be designated generally as the Class

                                 1

<PAGE>
A Variable F 
unding Certificates, Series 1996-A and the Class B 6.50% Asset Backed 
Certificates, Series 1996-A. 

Section 2.  Definitions.  The following words and phrases shall have the 
following meaning with respect to the Series 1996-A Certificates and the 
definitions of such terms are applicable to the singular as well as the 
plural form of such terms and to the masculine as well as the feminine 
and neuter genders of such terms: 

Accrued Interest Component shall mean, for any Due Period, the Interest 
Component of all Related Commercial Paper outstanding at any time during 
such Due Period which has accrued from the first day through the last 
day of such Due Period, whether or not such Related Commercial Paper 
matures during such Due Period.  For purposes of the immediately 
preceding sentence, the portion of the Interest Component of Related 
Commercial Paper accrued in a Due Period which Related Commercial Paper 
has a stated maturity date that succeeds the last day of such Due Period 
shall be computed by amortizing the Interest Component for the number of 
days elapsed in a year of 360 days that such Related Commercial Paper 
was outstanding during such Due Period. 

Additional Class B Certificates shall have the meaning specified in 
Section 4.11(a) of the Agreement. 

Additional Class A Invested Amounts shall have the meaning specified in 
Section 2.2(a) of the Transfer and Administration Agreement. 
 
Agent shall mean NationsBank, N.A., in its capacity as agent for EFC and 
the Bank Investors pursuant to the Transfer and Administration 
Agreement, and any successor thereto appointed pursuant to the Transfer 
and Administration Agreement.

Amortization Period shall mean the Rapid Amortization Period or the 
Early Amortization Period. 

Assignee shall have the meaning specified in Section 14 hereof. 

Bank Investors shall have the meaning specified in the Transfer and 
Administration Agreement. 

                                   2

<PAGE> 
 
Base Rate shall mean, with respect to any Due Period, the annualized 
percentage equivalent of a fraction, the numerator of which is equal to 
the sum of (a) Monthly Interest for such Due Period, plus (b) the 
Investor Monthly Servicing Fee for such Due Period, plus (c) the amount, 
if any, owing to any Indemnified Party pursuant to Section 4.2 of the 
Transfer and Administration Agreement, and the denominator of which is 
equal to the daily average Invested Amount for such Due Period. 
 
Business Day shall mean any day other than a Saturday, a Sunday and any 
day on which banking institutions in Denver, Colorado, New York, New 
York or Charlotte, North Carolina are authorized or required by law to 
close. 

Certificates shall have the meaning specified in Section 1 hereof. 
 
 
Class A Carrying Costs shall mean, for any Due Period, the sum of the 
dollar amount of the obligations of EFC, the Bank Investors and any 
Liquidity Providers for such Due Period determined on an accrual basis 
in accordance with generally accepted accounting principles consistently 
applied (a) to pay interest at the rate or rates set forth in the Fee 
Letter on the Class A Certificates if held by a Liquidity Provider or a 
Bank Investor accrued from the later of (x) the first day of such Due 
Period or (y) the day on which the Liquidity Provider or the Bank 
Investor acquired the Class A Certificates, in each case through the 
last day of such Due Period whether or not such interest is payable 
during such Due Period, (b) to pay the Accrued Interest Component of 
Related Commercial Paper and (c) to pay all fees specified in the Fee 
Letter accrued, with respect to the first Due Period, from the Closing 
Date, and with respect to any other Due Period, from the first day of 
such Due Period, in each case through the last day of such Due Period to 
the extent not paid by the Transferor in accordance with the provisions 
of the Transfer and Administration Agreement and the Fee Letter. 

Class A Certificateholder shall mean the Person in whose name a Class A 
Certificate is registered in the Certificate Register. 

Class A Certificate Rate shall mean, with respect to the Due Period 
related to any Distribution Date, a per annum interest rate which if 
multiplied by the average daily Class A Invested Amount for such Due 

                                   3

<PAGE>
Period, would produce, on the basis of the actual number of days in such 
Due Period and a 360-day year an amount equal to the 
 Class A Carrying Costs for such Due Period. 

Class A Certificates shall mean any one of the Certificates executed by 
the Transferor and authenticated by or on behalf of the Trustee, 
substantially in the form of Exhibit A. 

Class A Fixed/Floating Allocation Percentage shall mean, for any Due 
Period with respect to Principal Receivables during an Amortization 
Period and with respect to Finance Charge Receivables during the Early 
Amortization Period, the percentage equivalent of a fraction the 
numerator of which is equal to the Class A Invested Amount 
 as of the end of the last day of the Revolving Period and the 
denominator of which is equal to the greater of (i)(x) if only one 
Series is outstanding, the sum of the Aggregate Principal Receivables 
and the amount on deposit in the Excess Funding Account, in each case as 
of the end of the the last day of the Revolving Period and (y) if more 
than one Series is outstanding, the sum of the Aggregate Principal 
Receivables and the amount on deposit in the Excess Funding Account, in 
each case as of the last day of the immediately preceding Due Period, 
and (ii) the sum of the numerators used to calculate the invested 
percentages with respect to Principal Receivables or Finance Charge 
Receivables, as applicable, for each class of each Series outstanding as 
of the date on which such determination is being made. 

Class A Floating Allocation Percentage shall mean, for any Due Period 
with respect to Principal Receivables during the Revolving Period, with 
respect to Finance Charge Receivables during the Revolving Period or the 
Rapid Amortization Period and with respect to the Default Amount at any 
time, the percentage equivalent of a fraction the numerator of which is 
equal to the Class A Invested Amount as of the last day of the 
immediately preceding Due Period (or the Class A Initial Invested 
Amount, in the case of the first Due Period applicable to Series 1996-A) 
and the denominator of which is equal to the greater of (i) the sum of 
the Aggregate Principal Receivables and the amount on deposit in the 
Excess Funding Account, in each case as of the last day of the 
immediately preceding Due Period, and (ii) the sum of the numerators 
used to calculate the invested percentages with respect to Principal 
Receivables or Finance Charge Receivables and the Default Amount, as 

                                   4

<PAGE>
applicable, for each class of each Series outstanding as of the date on 
which such determination is being made.

Class A Initial Invested Amount shall mean the aggregate initial 
principal amount of the Class A Certificates, which is $186,600,000. 

Class A Invested Amount shall mean, on any date of determination, an 
amount equal to (a) the Class A Initial Invested Amount, plus (b) the 
aggregate principal amount of any Additional Class A Invested Amounts 
purchased pursuant to Section 2.2 of the Transfer and Administration 
Agreement, minus (c) the aggregate amount of principa 
l payments made to the Class A Certificateholders prior to such date, 
minus (d) the aggregate amount of Class A Investor Charge Offs for all 
prior Distribution Dates, plus (e) the aggregate amount of Class A 
Investor Charge Offs reimbursed pursuant to Section 4.5(a)(vi) of the 
Agreement prior to such date; provided, however, that the Class A Inves 
ted Amount may not be reduced below zero. 

Class A Investor Charge Off shall have the meaning specified in Section 
4.6(a) of the Agreement. 
 
Class A Investor Default Amount shall mean, with respect to each 
Distribution Date, an amount equal to the product of (i) the Default 
Amount for the related Due Period and (ii) the Class A Floating 
Allocation Percentage for such Due Period. 

Class A Monthly Interest shall have the meaning specified in Section 
4.3(a) of the Agreement. 
 
Class A Monthly Principal shall have the meaning specified in Section 
4.4(a) of the Agreement. 

Class B Certificateholder shall mean the Person in whose name a Class B 
Certificate is registered in the Certificate Register. Class B 
Certificate Rate shall mean 6.50% per annum, calculated on the basis of 
a 360-day year consisting of twelve 30-day months.  

Class B Certificates shall mean any one of the Certificates executed by 
the Transferor and authenticated by or on behalf of the Trustee, 
substantially in the form of Exhibit B.  

                                   5

<PAGE>
Class B Fixed/Floating Allocation Percentage shall mean, for any Due 
Period with respect to Principal Receivables during an Amortization 
Period and with respect to Finance Charge Receivables during the Early 
Amortization Period, the percentage equivalent of a fraction the 
numerator of which is equal to the Class B Invested Amount 
 as of the end of the last day of the Revolving Period and the 
denominator of which is equal to the greater of (i)(x) if only one 
Series is outstanding, the sum of the Aggregate Principal Receivables 
and the amount on deposit in the Excess Funding Account, in each case as 
of the end of the the last day of the Revolving Period and (y) if more 
than one Series is outstanding, the sum of the Aggregate Principal 
Receivables and the amount on deposit in the Excess Funding Account, in 
each case as of the last day of the immediately preceding Due Period, 
and (ii) the sum of the numerators used to calculate the invested 
percentages with respect to Principal Receivables or Finance Charge 
Receivables, as applicable, for each class of each Series outstanding as 
of the date on which such determination is being made. 

Class B Floating Allocation Percentage shall mean, for any Due Period 
with respect to Principal Receivables during the Revolving Period, with 
respect to Finance Charge Receivables during the Revolving Period or the 
Rapid Amortization Period and with respect to the Default Amount at any 
time, the percentage equivalent of a fraction the numerator of which is 
equal to the Class B Invested Amount as of the last day of the 
immediately preceding Due Period (or the Class B Initial Invested 
Amount, in the case of the first Due Period applicable to Series 1996-A) 
and the denominator of which is equal to the greater of (i) the sum of 
the Aggregate Principal Receivables and the amount on deposit in the 
Excess Funding Account, in each case as of the last day of the 
immediately preceding Due Period, and (ii) the sum of the numerators 
used to calculate the invested percentages with respect to Principal 
Receivables or Finance Charge Receivables and the Default Amount, as 
applicable, for each class of each Series outstanding as of the date on 
which such determination is being made. 

Class B Initial Invested Amount shall mean the aggregate initial 
principal amount of the Class B Certificates, which is $9,900,000. 
                                   6


<PAGE>
Class B Invested Amount shall mean, on any date of determination, an 
amount equal to (a) the Class B Initial Invested Amount (plus the 
aggregate initial principal amount of any Additional Class B 
Certificates), minus (b) the aggregate amount of principal payments made 
to the Class B Certificateholders prior to such date, minus (c) the 
aggregate amount of Class B Investor Charge Offs for all prior 
Distribution Dates, minus (d) the amount of Reallocated Class B 
Principal Collections allocated on all prior Distribution Dates pursuant 
to Section 4.7 of the Agreement, minus (e) an amount equal to the amount 
by which the Class B Invested Amount has been reduced on all prior 
Distribution Dates pursuant to Section 4.6(a) of the Agreement, plus (f) 
the aggregate amount by which reductions in the Class B Invested Amount 
pursuant to clauses (c), (d) and (e) above have been reimbursed pursuant 
to Section 4.5(a)(xi) of the Agreement prior to such date; provided, 
however, that the Class B Invested Amount may not be reduced belo 
w zero. 

Class B Investor Charge Offs shall have the meaning specified in Section 
4.6(b) of the Agreement. 
 
 
Class B Investor Default Amount shall mean, with respect to each 
Distribution Date, an amount equal to the product of (i) the Default 
Amount for the related Due Period and (ii) the Class B Floating 
Allocation Percentage for such Due Period. 

Class B Monthly Interest shall have the meaning specified in Section 
4.3(b) of the Agreement. 
 
Class B Monthly Principal shall have the meaning specified in Section 
4.4(b) of the Agreement. 

Class B Principal Commencement Date shall mean the later of (a) the 
Distribution Date on which the Class A Invested Amount is paid in full 
and (b) such date as may be selected by 100% of the Class B 
Certificateholders at their option. "Closing Date" shall mean August 14, 
1996. 

Commercial Paper shall mean the promissory notes of EFC issued by EFC in 
the commercial paper market. 

Defeasance Account shall have the meaning specified in Section 13(b) 
hereof.

                                   7

<PAGE> 
Distribution Date shall mean the twentieth day of each month, or, if 
such day is not a Business Day, the next succeeding Business Day, 
commencing with September 20, 1996. 
 
Early Amortization Period shall mean the period commencing at the close 
of business on the day on which an Early Amortization Event with respect 
to Series 1996-A is deemed to have occurred and ending on the date on 
which the Class A Invested Amount and the Class B Invested Amount have 
been paid in full. 

EFC shall mean Enterprise Funding Corporation, a Delaware corporation. 
 
Excess Finance Charge Collections shall mean, with respect to any Due 
Period, the aggregate amount for all outstanding Series of Collections 
of Finance Charge Receivables which the related Supplements specify are 
to be treated as Excess Finance Charge Collections for such Due Period. 

Excess Principal Collections shall mean, with respect to Series 1996-A, 
amounts to be treated as such pursuant to Sections 4.5(b) and 
4.5(c)(iii) of the Agreement (which amounts shall be available for other 
Series pursuant to Section 4.1(g) of the Agreement). 
 
Face Amount shall mean (i) with respect to Commercial Paper issued on a 
discount basis, the face amount stated therein, and (ii) with respect to 
Commercial Paper which is interest-bearing, the principal amount of and 
interest accrued and to accrue on such Commercial Paper to its stated 
maturity. 

Facility Limit shall have the meaning specified in the Transfer and 
Administration Agreement. 
 
Fee Letter shall mean that certain letter agreement, dated as of the 
Closing Date, between the Transferor and EFC with respect to certain 
fees, as amended, modified or supplemented from time to time. Finance 
Charge Shortfall shall have the meaning specified in Section 4.10 of the 
Agreement. 

Fixed/Floating Allocation Percentage shall mean, with respect to any Due 
Period, the sum of the Class A Fixed/Floating Allocation Percentage and

                                   8

<PAGE>
the Class B Fixed/Floating Allocation Percentage. Floating Allocation 
Percentage shall mean, with respect to any Due Period, the sum of the 
Class A Floating Allocation Percentage and the Class B Floating 
Allocation Percentage. 

Indemnified Party shall have the meaning specified in Section 4.1 of the 
Transfer and Administration Agreement. 

Initial Invested Amount shall mean the aggregate initial principal 
amount of the Series 1996-A Certificates, which is $196,500,000. 
 
Interchange Amount shall mean, with respect to any Distribution Date, an 
amount equal to the Interchange Percentage for the preceding Due Period 
multiplied by the amount of Interchange received during the preceding 
Due Period.  

Interchange Percentage shall mean, with respect any Due Period, the 
percentage equivalent of a fraction, the numerator of which is the 
Invested Amount as of the last day of such Due Period and the 
denominator of which is the sum of the Invested Amounts as of such day 
for all Series which, in accordance with the related Supplement 
, are allocated Interchange. 
 
Interest Component shall mean, with respect to any Commercial Paper (i) 
issued on a discount basis, the portion of the Face Amount of such 
Commercial Paper representing the discount incurred in respect thereof 
and (ii) issued on an interest-bearing basis, the interest payable on 
such Commercial Paper at its maturity. 

Invested Amount shall mean, as of any date of determination, an amount 
equal to the sum of the Class A Invested Amount and the Class B Invested 
Amount, in each case as of such date. 
 
Invested Percentage shall mean, with respect to any Due Period, (a) when 
used with respect to Principal Receivables during the Revolving Period, 
the Floating Allocation Percentage, (b) when used with respect to 
Principal Receivables during an Amortization Period, the Fixed/Floating 
Allocation Percentage, (c) when used with respect to the Default Amount 

                                   9

<PAGE>
at any time, the Floating Allocation Percentage, (d) when used with 
respect to Finance Charge Receivables during the Revolving Period or the 
Rapid Amortization Period, the Floating Allocation Percentage and (e) 
when used with respect to Finance Charge Receivables during the Early 
Amortization Period, the Fixed/Floating Allo 
cation Percentage. 
 
 
Investor Default Amount shall mean, with respect to any Distribution 
Date, an amount equal to the product of (a) the Default Amount for the 
immediately preceding Due Period and (b) the Floating Allocation 
Percentage for such Due Period. Investor Monthly Servicing Fee shall 
have the meaning specified in Section 7(a) hereof.Liquidity Provider 
shall have the meaning specified in the Transfer and Administration 
Agreement.  

Minimum Enhancement Amount shall mean, as of any date of determination, 
the greater of (i) 5% of the Invested Amount as of such date or (ii) 3% 
of the Facility Limit as of such date. "Minimum Transferor Interest 
Percentage" shall have the meaning specified in Section 3 hereof. 

Monthly Interest shall mean, with respect to any Distribution Date, the 
Class A Monthly Interest and the Class B Monthly Interest for such 
Distribution Date. 

Nordstrom Credit Advance shall have the meaning specified in Section 
4.5(d) of the Agreement. 

Pay Out Commencement Date shall mean the Termination Date pursuant to 
the Transfer and Administration Agreement. 
 
Portfolio Yield shall mean, with respect to any Due Period, the 
annualized percentage equivalent of a fraction, the numerator of which 
is equal to (a) an amount equal to the amount of Collections of Finance 
Charge Receivables that are allocated to Series 1996-A with respect to 
such Due Period, plus (b) any Excess Finance Charge Collections that are 
allocated to Series 1996-A with respect to such Due Period, minus (c) 
the Investor Default Amount for the Distribution Date with respect to 
such Due Period, and the denominator of which is the daily average of 
the Invested Amount for such Due Period. 
 
                                   10


<PAGE> 
Rapid Amortization Period shall mean the period commencing at the close 
of business on the last day of the Revolving Period and ending on the 
earlier of (a) the date on which the Class A Invested Amount and the 
Class B Invested Amount have been paid in full and (b) the commencement 
of the Early Amortization Period. 

Reallocated Class B Principal Collections shall mean, with respect to 
any Due Period, an amount equal to the product of (i) during the 
Revolving Period, the Class B Floating Allocation Percentage or, during 
an Amortization Period, the Class B Fixed/Floating Allocation Percentage 
and (ii) the aggregate amount of Collections of Principal Receivables 
for such Due Period. 

Related Commercial Paper shall mean Commercial Paper the proceeds of 
which were used to acquire, or refinance the acquisition of, an interest 
in the Class A Certificates. 
 
Revolving Period shall mean the period from and including the Closing 
Date to but excluding the earlier of the Stated Series Termination Date 
and the Pay Out Commencement Date. Series 1996-A shall mean the Series 
the terms of which are specified in this Series Supplement. 

Series 1996-A Certificate shall mean a Class A Certificate or a Class B 
Certificate. 

Series 1996-A Certificateholder shall mean a Class A Certificateholder 
or a Class B Certificateholder. 
 
Series 1996-A Class A Certificate Percentage shall mean, on any date of 
determination, the percentage equivalent of a fraction, the numerator of 
which is the Class A Invested Amount on such day and the denominator of 
which is the principal amount of all assets purchased by or pledged to 
EFC and/or the Liquidity Provider under any receivable purchase 
agreement, transfer and administration agreement or other agreement 
pursuant to which EFC purchases assets or makes loans secured by assets. 

Servicer Advance shall have the meaning specified in Section 4.5(d) of 
the Agreement. 

                                   11

<PAGE>
Servicing Fee Percentage shall mean 2.00%. 

Stated Series Termination Date shall mean the Distribution Date 
occurring in August 2006. 

Targeted Holder shall mean each holder of a right to receive interest or 
principal with respect to the Series 1996-A Certificates (or other 
interests in the Trust), other than certificates (or other such 
interests) with respect to which an opinion is rendered that such 
certificates (or other such interests) will be treated as debt for 
federal income tax purposes, and any holder of a right to receive any 
amount in respect of the Transferor Interest; provided, that any Person 
holding more than one interest each of which would cause such Person to 
be a Targeted Holder shall be treated as a single Targeted Holder. 

Termination Date shall have the meaning specified in the Transfer and 
Administration Agreement. 

Transfer shall have the meaning specified in Section 14 hereof. 
 
Transfer and Administration Agreement shall mean the Transfer and 
Administration Agreement dated as of August 14, 1996, by and among 
Nordstrom National Credit Bank, EFC and NationsBank, N.A., as amended, 
modified or supplemented from time to time. 

Transfer Date shall mean the Business Day preceding each Distribution 
Date. 
 
Transferor Retained Certificates shall mean investor certificates of any 
Series, including the Class B Certificates, which the Transferor or 
Nordstrom Credit, Inc. retains, but only to the extent that and for so 
long as the Transferor or Nordstrom Credit, Inc. is the holder of such 
certificates. 

Section 3.  Minimum Transferor Interest Percentage.  The Minimum 
Transferor Interest Percentage applicable to the Series 1996-A 
Certificates shall be 2% (unless the Trustee shall have received an 
Opinion of Counsel that a lower percentage will not have any material 
adverse effect on the Federal income tax characterization of any ou 
tstanding Series of Investor Certificates). 
 
                                   12


<PAGE> 
Section 4.  Reassignment and Transfer Terms.  The Series 1996-A 
Certificates may be reassigned and transferred to the Transferor on any 
Distribution Date on or after which the Invested Amount is reduced to an 
amount less than or equal to 5% of the Initial Invested Amount, subject 
to the provisions of Section 12.2 of the Agreement. 

Section 5.  Delivery and Payment for the Certificates.  The Trustee 
shall deliver the Series 1996-A Certificates when authenticated in 
accordance with Section 6.2 of the Agreement. 
 
Section 6.  Form of Delivery of the Series 1996-A Certificates.  The 
Class A Certificates and the Class B Certificates shall be delivered as 
registered, definitive, physical certificates.  

Section 7.  Servicing Compensation; Interchange.  (a) The share of the 
Monthly Servicing Fee allocable to the Series 1996-A Certificateholders 
with respect to any Distribution Date (the Investor Monthly Servicing 
Fee) shall be equal to one-twelfth of the product of (x) the Servicing 
Fee Percentage and (y) the daily average Invested Amount, if any, for 
the related Due Period.  The Investor Monthly Servicing Fee shall be 
payable solely to the extent amounts are available for distribution in 
respect thereof pursuant to this Series Supplement.  The remainder of 
the Monthly Servicing Fee shall be paid by the Transferor or the 
Certificateholders of other Series (as provided in the Agreement and the 
Supplements relating to such other Series) and in no event shall the 
Trust, the Trustee or the Series 1996-A Certificateholders be liable for 
the share of the Monthly Servicing Fee to be paid by the Transferor or 
the Certificateholders of any other Series.
 
(b)  On or prior to each Determination Date, the Transferor shall notify 
the Servicer of the Interchange Amount to be included as Collections of 
Finance Charge Receivables allocable to the Series 1996-A Certificates 
with respect to the preceding Due Period.  On each Transfer Date, the 
Transferor shall pay to the Servicer, and the Servicer shall deposit 
into the Collection Account, in immediately available funds, such 
Interchange Amount.  The Transferor hereby assigns, sets-over, conveys, 
pledges and grants a security interest and lien to the Trustee for the 
benefit of the Series 1996-A Certificateholders in Interchange and the 

                                   13

<PAGE>
proceeds of Interchange, as set forth in this subsection 7(b).  In 
connection with the foregoing grant of a security interest, this Series 
Supplement shall constitute a security agreement under applicable law.  
To the extent that a Supplement for a Series other than Series 1996-A, 
assigns, sets-over, conveys, pledges or grants a security interest in 
Interchange allocable to the Trust, all Certificates of any such Series 
(except as otherwise specified in any such Supplement) and the Series 
1996-A Certificates shall rank pari passu and be equally and ratably 
entitled as provided herein to the benefits of such Interchange without 
preference or priority on account of the actual time or times of 
authentication and delivery, all in accordance with the terms and 
provisions of this Series Supplement and other related Supplements. 

Section 8.  Article IV of the Agreement.  Any provisions of Article IV 
of the Agreement which distribute Collections to the Transferor on the 
basis of the Transferor Percentage shall continue to apply irrespective 
of the issuance of the Series 1996-A Certificates.  Section 4.1 of the 
Agreement shall read in its entirety as providedin the Agreement.  
Article IV of the Agreement (except for Section 4.1 thereof) as it 
relates to Series 1996-A shall read in its entirety as follows: 

ARTICLE IV 

RIGHTS OF SERIES 1996-A CERTIFICATEHOLDERS AND 
ALLOCATION AND APPLICATION OF COLLECTIONS 

Section 4.2  Collections and Allocations. 
 
 
(a)  The Servicer shall apply, or shall instruct the Trustee to apply, 
all Collections and other funds on deposit in the Collection Account 
that are allocated to the Series 1996-A Certificates as described in 
this Article IV.  Provided that daily deposits of Collections are not 
otherwise required pursuant to Section 4.1(h) of the Agreement, during 
the Revolving Period and the Rapid Amortization Period, Collections of 
Finance Charge Receivables allocable to Series 1996-A with respect to 
each Due Period need not be deposited into the Collection Account on a 
daily basis.  During the Early Amortization Period, Collections of 
Finance Charge Receivables allocable to Series 1996-A with respect to 
each Due Period shall be deposited into the Collection Account on a 
daily basis.  If daily deposits of Collections of Finance Charge 

                                   14

<PAGE>
Receivables are not required pursuant to Section 4.1(h) of the Agreement 
or this Section 4.2(a), the Servicer shall deposit into the Collection 
Account on each Transfer Date the Collections of Finance Charge 
Receivables allocable to Series 1996-A with respect to the related Due 
Period. 

(b)  Provided that daily deposits of Collections are not otherwise 
required pursuant to Section 4.1(h) of the Agreement, during the 
Revolving Period and the Rapid Amortization Period, Collections of 
Principal Receivables allocable to Series 1996-A with respect to each 
Due Period need not be deposited into the Collection Account on a daily 
basis during such Due Period; provided, however, that in the event that 
the Transferor Amount minus the Excluded Receivables Balance is less 
than the Minimum Transferor Amount on any date, such Collections of 
Principal Receivables shall be deposited daily into the Excess Funding 
Account until the Transferor Amount minus the Excluded Receivables 
Balance equals the Minimum Transferor Amount; and provided, further, 
that on any date on which the sum of the Aggregate Principal Receivables 
and the amount on deposit in the Excess Funding Account is less than the 
Aggregate Invested Amount, such Collections of Principal Receivables 
shall be deposited into the Collection Account on a daily basis.  During 
the Rapid Amortization Period, if Collections of Principal Receivables 
allocable to Series 1996-A are not required to be deposited into the 
Collection Account on a daily basis pursuant to Section 4.1(h) of the 
Agreement or the foregoing provisions of this Section 4.2(a), the 
Servicer shall deposit into the Collection Account on each Transfer Date 
an amount equal to the sum of the amounts required to be paid pursuant 
to Sections 4.5(c)(i) and (ii) of the Agreement on the related 
Distribution Date.  During the Early Amortization Period, Collections of 
Principal Receivables allocable to Series 1996-A with respect to each 
Due Period shall be deposited into the Collection Account on a daily 
basis until an amount of such Collections of Principal Receivables equal 
to the sum of the Class A Monthly Principal and the Class B Monthly 
Principal with respect to such Due Period has been deposited into the 
Collection Account.  During the Early Amortization Period, after an 
amount of Collections of Principal Receivables allocable to Series 1996-
A equal to the sum of the Class A Monthly Principal and the Class B 
Monthly Principal with respect to each Due Period has been deposited 
into the Collection Account and so long as the Class B Invested Amount 
is not less than the Minimum Enhancement Amount, Collections of 

                                   15

<PAGE>
Principal Receivables allocable to Series 1996-A with respect to each 
Due Period need not thereafter be deposited into the Collection Account 
on a daily basis during such Due Period; provided, however, that in the 
event that the Transferor Amount minus the Excluded Receivables Balance 
is less than the Minimum Transferor Amount on any date, such Collections 
of Principal Receivables shall be deposited into the Excess Funding 
Account until the Transferor Amount minus the Excluded Receivables 
Balance equals the Minimum Transferor Amount; and provided, further, 
that on any date on which the sum of the Aggregate Principal Receivables 
and the amount on deposit in the Excess Funding Amount is less than the 
Aggregate Invested Amount, such Collections of Principal Receivables 
shall be deposited into the Collection Account on a daily basis.  Any 
amount deposited into the Excess Funding Account pursuant to this 
Section 4.2(b) shall be considered Collections of Principal Receivables 
and shall be applied in accordance with Article IV and the terms of each 
Supplement. 

Section 4.3  Determination of Monthly Interest. (a)     The amount of 
monthly interest (Class A Monthly Interest) with respect to the Class A 
Certificates on any Distribution Date shall be an amount equal to the 
product of (i) a fraction, the numerator of which is the actual number 
of days in the related Due Period (or, in the case of the first 
Distribution Date, in the period from the Closing Date to the last day 
of the Due Period preceding such Distribution Date) and the denominator 
of which is 360, (ii) the Class A Certificate Rate for the related Due 
Period and (iii) the daily average Class A Invested Amount for the 
related Due Period. 

(b)     The amount of monthly interest (Class B Monthly Interest) with 
respect to the Class B Certificates on any Distribution Date shall be an 
amount equal to the product of (i) one-twelfth (1/12) (or, in the case 
of the first Distribution Date, a fraction, the numerator of which is 
the number of days in the period from the Closing Date to the last day 
of the Due Period preceding such Distribution Date based on a 360-day 
year consisting of twelve 30-day months and the denominator of which is 
360), (ii) the Class B Certificate Rate and (iii) the daily average 
Class B Invested Amount for the related Due Period. 

Section 4.4  Determination of Monthly Principal.        (a)  The amount 
of monthly principal (Class A Monthly Principal) distributable from 

                                   16


<PAGE>
the Collection Account with respect to the Class A Certificates on each 
Distribution Date, beginning with the Distribution Date in the month 
following the month in which an Amortization Period begins, shall be 
equal to the lesser of (x) the Fixed/Floating Allocation Percentage of 
Collections of Principal Receivables with respect to the preceding Due 
Period plus the amount of any Excess Principal Collections with respect 
to other Series that are allocated to Series 1996-A in accordance with 
the Agreement and (y) the Class A Invested Amount with respect to such 
Distribution Date. 
(b)     The amount of monthly principal (Class B Monthly Principal) 
distributable from the Collection Account with respect to the Class B 
Certificates on each Distribution Date, beginning with the Class B 
Principal Commencement Date, shall be equal to the lesser of (x) the 
Fixed/Floating Allocation Percentage of Collections of Principal 
Receivables with respect to the preceding Due Period, plus the amount of 
any Excess Principal Collections with respect to other Series that are 
allocated to Series 1996-A in accordance with the Agreement, minus the 
amount of Reallocated Class B Principal Collections applied pursuant to 
Section 4.7 of the Agreement on such Distribution Date, minus the 
portion of such amounts applied to Class A Monthly Principal on such 
Distribution Date and (y) the Class B Invested Amount with respect to 
such Distribution Date. 

Section 4.5  Application of Collections. 
 
(a)  In accordance with Section 4.2(a) of the Agreement, the Servicer 
shall apply or shall instruct the Trustee to apply on each Distribution 
Date the Invested Percentage of Collections of Finance Charge 
Receivables for the related Due Period plus the amount of any Excess 
Finance Charge Collections allocable to Series 1996-A to make the 
following distributions in the following priority:  
 
(i)  an amount equal to any unpaid Servicer Advances shall be paid to 
the Servicer to repay Servicer Advances, and then an amount equal to any 
unpaid Nordstrom Credit Advances shall be paid to Nordstrom Credit, Inc. 
to repay Nordstrom Credit Advances; 

                                   17

<PAGE>
(ii)  an amount equal to Class A Monthly Interest for such Distribution 
Date (less the amount of any Class A Monthly Interest that has been paid 
by a Servicer Advance or a Nordstrom Credit Advance), plus the amount of 
any Class A Monthly Interest previously due but not paid on a prior 
Distribution Date, shall be distributed to the Paying Agent for payment 
to the Class A Certificateholders; 

(iii)  if Nordstrom National Credit Bank or an Affiliate is not the 
Servicer, an amount equal to the Investor Monthly Servicing Fee for such 
Distribution Date, plus the amount of any Investor Monthly Servicing Fee 
previously due but not distributed to the Servicer on a prior 
Distribution Date, shall be distributed to the Servicer; 
 
(iv)  an amount equal to the Class A Investor Default Amount for such 
Distribution Date shall be treated as a portion of Collections of 
Principal Receivables allocable to Series 1996-A for such Distribution 
Date;  

(v)  an amount equal to the Class A Floating Allocation Percentage of 
Adjustment Payments for the related Due Period which the Transferor 
fails to make in accordance with the Agreement shall be treated as a 
portion of Collections of Principal Receivables allocable to Series 
1996-A for such Distribution Date; 
 
(vi)  an amount equal to the aggregate amount of Class A Investor Charge 
Offs which have not been previously reimbursed shall be treated as a 
portion of Collections of Principal Receivables allocable to Series 
1996-A for such Distribution Date; 

(vii)  if Nordstrom National Credit Bank or an Affiliate is the 
Servicer, an amount equal to the Investor Monthly Servicing Fee for such 
Distribution Date, plus the amount of any Investor Monthly Servicing Fee 
previously due but not distributed to the Servicer on a prior 
Distribution Date, shall be distributed to the Servicer; 
 
                                   18


<PAGE> 
(viii)  an amount equal to Class B Monthly Interest for such 
Distribution Date, plus the amount of any Class B Monthly Interest 
previously due but not paid on a prior Distribution Date, shall be 
distributed to the Paying Agent for payment to the Class B 
Certificateholders; 

(ix)  an amount equal to the Class B Investor Default Amount for such 
Distribution Date shall be treated as a portion of Collections of 
Principal Receivables allocable to Series 1996-A for such Distribution 
Date;  

(x)  an amount equal to the Class B Floating Allocation Percentage of 
Adjustment Payments for the related Due Period which the Transferor 
fails to make in accordance with the Agreement shall be treated as a 
portion of Collections of Principal Receivables allocable to Series 
1996-A for such Distribution Date; 
 
(xi)  an amount equal to the aggregate amount by which the Class B 
Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of 
the definition of Class B Invested Amount (but not in excess of the 
aggregate amount of such reductions which have not been previously 
reimbursed) shall be treated as a portion of Collections of Principal 
Receivables allocable to Series 1996-A for such Distribution Date; and 
 
(xii)  the balance, if any, shall be treated as Excess Finance Charge 
Collections with respect to Series 1996-A for such Distribution Date and 
will be available for allocation to other Series or to the Transferor.  

(b)  On each Distribution Date with respect to the Revolving Period, an 
amount equal to the Collections of Principal Receivables allocable to 
Series 1996-A for the related Due Period shall either (i) at the 
Transferor's option, be distributed to the holder of the Class A 
Certificates in reduction of the Class A Invested Amount (provided that 
the amounts so distributed on any Distribution Date shall not exceed the 

                                   19

<PAGE>
Class A Floating Allocation Percentage of the Collections of Principal 
Receivables received during the related Due Period) or (ii) be treated 
as Excess Principal Collections to be applied in accordance with Section 
4.1(g) of the Agreement. 

(c)  On each Distribution Date following the commencement of an 
Amortization Period, an amount equal to the Collections of Principal 
Receivables allocable to Series 1996-A for the related Due Period (after 
giving effect to any reallocation thereof pursuant to Section 4.7 of the 
Agreement) plus the amount of any Excess Principal Collections allocable 
to Series 1996-A shall be applied in the following priority: 

(i)  an amount equal to Class A Monthly Principal for such Distribution 
Date shall be distributed to the Paying Agent for payment to the Class A 
Certificateholders; 
 
(ii)  an amount equal to Class B Monthly Principal for such Distribution 
Date shall be distributed to the Paying Agent for payment to the Class B 
Certificateholders; and (iii)  the balance, if any, shall be treated as 
Excess Principal Collections to be applied in accordance with Section 
4.1(g) of the Agreement. 

(d)  In the event that, on any date EFC does not have sufficient funds 
to pay any Class A Carrying Costs due and payable on such day, the 
Servicer shall make an advance in an amount equal to such deficiency, 
but only to the extent of the Invested Percentage of Collections of 
Finance Charge Receivables received by the Servicer and not yet 
deposited in the Collection Account (a Servicer Advance), provided, 
however, that the Servicer shall not be obligated to make a remittance 
as provided in this Section 4.5(d) if EFC notifies the Servicer that the 
amount otherwise payable by the Servicer pursuant to this Section 4.5(d) 
will be obtained by EFC from the proceeds of Related Commercial Paper 
issued on such day or from funds obtained from the Liquidity Provider on 
such day.  Amounts required to be remitted to EFC pursuant to this 
Section 4.5(d) shall be remitted in immediately available funds to the 
account of EFC designated in the Transfer and Administration Agreement 
no later than 12:00 noon, New York City time, on the date due; provided, 

                                   20

<PAGE>
however that in lieu of such direct payment by the Servicer, to the 
extent of available funds, the Servicer may instruct the Trustee in 
writing to remit such amounts from the Invested Percentage of 
Collections in respect of Finance Charge Receivables on deposit in the 
Collection Account, any such payment to be netted from amounts to be 
paid pursuant to Section 4.5(a)(ii) of the Agreement.  The Servicer 
shall record in its books and records such withdrawal and the 
application of Collections of Finance Charge Receivables and net such 
amounts so applied from the amounts due under Section 4.5(a)(ii) of the 
Agreement on the Transfer Date for such Due Period.  In the event that, 
on any date described above, the Servicer does not make an advance in an 
amount sufficient to enable EFC to pay all Class A Carrying Costs due 
and payable on such day, Nordstrom Credit, Inc. shall advance the amount 
of any remaining insufficiency to EFC in immediately available funds no 
later than 12:00 noon, New York City time, on such date (each, a 
Nordstrom Credit Advance).

Section 4.6  Defaulted Amounts; Investor Charge Offs.  

(a)  If, on any Distribution Date, (i) the sum of the amounts required 
to be paid pursuant to Sections 4.5(a)(i)-(v) of the Agreement on such 
Distribution Date exceeds (ii) the sum of (x) the Invested Percentage of 
Collections of Finance Charge Receivables for the related Due Period 
plus the amount of any Excess Finance Charge Collections allocable to 
Series 1996-A, (y) the amount of Reallocated Class B Principal 
Collections available pursuant to Section 4.7 of the Agreement for the 
related Due Period and (z) the amount, if any, received from Nordstrom 
Credit, Inc. on the related Transfer Date pursuant to Section 4.8 of the 
Agreement, then the Class B Invested Amount shall be reduced by the 
amount of such excess, but not by more than the excess of (A) the sum of 
the Class A Investor Default Amount and the Class A Floating Allocation 
Percentage of Adjustment Payments which the Transferor fails to make in 
accordance with the Agreement for such Distribution Date over (B) the 
Invested Percentage of Collections of Finance Charge Receivables plus 
the amount of any Excess Finance Charge Collections allocable to Series 
1996-A plus the amount of Reallocated Class B Principal Collections plus 
the amount, if any, received from Nordstrom Credit, Inc. on the related 
Transfer Date pursuant to Section 4.8 of the Agreement, in each case

                                   21

<PAGE>
used to fund the Class A Investor Default Amount and the Class A 
Floating Allocation Percentage of Adjustment Payments which the 
Transferor fails to make in accordance with the Agreement for such 
Distribution Date.  In the event that such reduction would cause the 
Class B Invested Amount to be a negative number, the Class B Invested 
Amount shall be reduced to zero, and the Class A Invested Amount shall 
be reduced by the amount by which the Class B Invested Amount would have 
been reduced below zero (a Class A Investor Charge Off); provided, 
however, that the Class A Invested Amount shall not be reduced below 
zero.  Class A Investor Charge Offs shall thereafter be reimbursed and 
the Class A Invested Amount increased (but not by an amount in excess of 
the aggregate unreimbursed Class A Investor Charge Offs) on any 
Distribution Date by the amounts allocated and available for that 
purpose pursuant to Section 4.5(a)(vi) of the Agreement. 

(b)     If, on any Distribution Date, the sum of the amounts to be paid 
pursuant to Sections 4.5(a)(i)-(x) of the Agreement exceeds the sum of 
the Invested Percentage of Collections of Finance Charge Receivables for 
the related Due Period plus the amount of any Excess Finance Charge 
Collections allocable to Series 1996-A plus the amount, if any, received 
from Nordstrom Credit, Inc. on the related Transfer Date pursuant to 
Section 4.8 of the Agreement, then the Class B Invested Amount (after 
giving effect to any reduction thereof pursuant to Sections 4.6(a) and 
4.7 of the Agreement) shall be reduced by the amount of such excess, but 
not by more than the excess of (A) the sum of the Class B Investor 
Default Amount and the Class B Floating Allocation Percentage of 
Adjustment Payments which the Transferor fails to make in accordance 
with the Agreement for such Distribution Date over (B) the Invested 
Percentage of Collections of Finance Charge Receivables plus the amount 
of any Excess Finance Charge Collections allocable to Series 1996-A plus 
the amount, if any, received from Nordstrom Credit, Inc. on the related 
Transfer Date pursuant to Section 4.8 of the Agreement, in each case 
used to fund the Class B Investor Default Amount and the Class B 
Floating Allocation Percentage of Adjustment Payments which the 
Transferor fails to make in accordance with the Agreement for such 
Distribution Date (a Class B Investor Charge Off); provided, however, 
that the Class B Invested Amount shall not be reduced below zero.  Any 
such reduction of the Class B Invested Amount shall be given effect 
after any reduction of the Class B Invested Amount pursuant to Sections 
4.6(a) and 4.7 of the Agreement.  Class B Investor Charge Offs shall 

                                   22

<PAGE>
thereafter be reimbursed and the Class B Invested Amount increased (but 
not by an amount in excess of the aggregate unreimbursed Class B 
Investor Charge Offs) on any Distribution Date by the amounts allocated 
and available for that purpose pursuant to Section 4.5(a)(xi) of the 
Agreement. 

Section 4.7  Reallocated Class B Principal Collections.  The 
Servicer shall instruct the Trustee to distribute, on each Distribution 
Date, Reallocated Class B Principal Collections in an amount equal to 
the excess, if any, of (a) the sum of the amounts to be paid pursuant to 
Sections 4.5(a)(ii)-(vi) of the Agreement with respect to  such 
Distribution Date over (b) the Invested Percentage of Collections of 
Finance Charge Receivables for the related Due Period plus the amount 
of any Excess Finance Charge Collections allocable to Series 1996-A 
minus the amount paid pursuant to Section 4.5(a)(i) of the Agreement, to 
fund any deficiency under Sections 4.5(a)(ii)-(vi) of the Agreement in 
that order of priority. 

Section 4.8  Certain Payments by Nordstrom Credit, Inc.  If, with 
respect to any Distribution Date, (i) the sum of the amounts required to 
be paid pursuant to Sections 4.5(a)(ii)-(vi) of the Agreement on such 
Distribution Date exceeds (ii) the sum of (x) the Invested Percentage of 
Collections of Finance Charge Receivables for the related Due Period 
plus the amount of any Excess Finance Charge Collections allocable to 
Series 1996-A minus the amount paid pursuant to Section 4.5(a)(i) of the 
Agreement and (y) the amount of Reallocated Class B Principal 
Collections available pursuant to Section 4.7 of the Agreement for the 
related Due Period, then Nordstrom Credit, Inc. shall pay on the related 
Transfer Date to the Trustee on behalf of the Series 1996-A 
Certificateholders an amount equal to such excess; provided, however, 
that the aggregate amounts paid by Nordstrom Credit, Inc. pursuant to 
this Section 4.8 and pursuant to similar provisions, if any, in other 
Supplements shall not exceed the aggregate, cumulative amount  of (A) 
Default Amounts and (B) downward adjustments or reductions in the amount 
of any Receivables for the reasons described in the first two sentences 
of Section 3.8(a) of the Agreement.  Such amount shall be applied to 
fund any deficiency under Sections 4.5(a)(ii)-(vi) of the Agreement in 
that order of priority.  Amounts required to be remitted by Nordstrom 
Credit, Inc. pursuant to this Section 4.8 shall be remitted in 
immediately available funds to the Collection Account no later than 
12:00 noon, New York City time, on the date due.  Nordstrom 

                                   23



<PAGE>
Credit, Inc.'s obligation under this Section 4.8 shall be unconditional 
and irrevocable. 

Section 4.9  Excess Principal Collections.  Subject to Section 
4.1(g) of the Agreement, Excess Principal Collections for any 
Distribution Date will be allocated to Series 1996-A in an amount equal 
to the product of (x) the aggregate amount of Excess Principal 
Collections with respect to all Series for such Distribution Date and 
(y) a fraction, the numerator of which is the Principal Shortfall for 
Series 1996-A for such Distribution Date and the denominator of which is 
the aggregate amount of Principal Shortfalls for all Series.  The 
Principal Shortfall for Series 1996-A will be equal to (a) for any 
Distribution Date with respect to the Revolving Period, zero or such 
other greater amount not exceeding the Class A Invested Amount as may be 
designated by the Transferor, at its option, and (b) for any 
Distribution Date with respect to the Amortization Period, the excess, 
if any, of the Invested Amount over the Fixed/Floating Allocation 
Percentage of Collections of Principal Receivables for such Distribution 
Date (excluding any portion thereof attributable to Excess Principal
Collections). 

Section 4.10  Excess Finance Charge Collections.  Excess Finance Charge 
Collections for any Distribution Date will be allocated to Series 1996-A 
in an amount equal to the product of (x) the aggregate amount of Excess 
Finance Charge Collections with respect to all Series for such 
Distribution Date and (y) a fraction, the numerator of which is the 
Finance Charge Shortfall for Series 1996-A for such Distribution Date 
and the denominator of which is the aggregate amount of Finance Charge 
Shortfalls for all Series.  The Finance Charge Shortfall for Series 
1996-A for any Distribution Date will be equal to the excess, if any, of 
(a) the full amount required to be paid pursuant to Section 4.5(a) on 
such Distribution Date over (b) the applicable Invested Percentage of 
Collections of Finance Charge Receivables and any other amounts that are 
to be treated as Collections of Finance Charge Receivables allocable to 
Series 1996-A in accordance with the Agreement with respect to the 
related Due Period. 
                                   24



<PAGE>
Section 4.11  Additional Issuances of Class B Certificates. 
 
 
(a)  On any day during the Revolving Period, the Trustee shall issue to 
the Transferor for execution, upon the Transferor's request, and the 
Trustee shall authenticate and deliver, in accordance with the 
Transferor's instructions, an additional principal amount of Class B 
Certificates (Additional Class B Certificates) as provided below. 

(b)  Additional Class B Certificates may be issued, 
executed and delivered upon satisfaction of the following conditions: 
 
 
(i)  after giving effect to the issuance of such Additional Class B 
Certificates, the Transferor Amount minus the Excluded Receivables 
Balance shall be at least equal to the Minimum Transferor Amount and the 
Aggregate Principal Receivables shall be at least equal to the Minimum 
Aggregate Principal Receivables; 

(ii)  the Transferor shall have given notice by 10:00 A.M., New York 
City time, on the date such Additional Class B Certificates are to be 
issued to the Trustee, the Paying Agent, EFC and the Agent of the 
proposed issuance of such Additional Class B Certificates; 

(iii)  on or before the date on which such Additional Class B 
Certificates are issued, the Transferor, if so requested by the Trustee 
at the direction of the Class A Certificateholders, shall have delivered 
a Tax Opinion to the Trustee; and 

(iv)  on or before the date such Additional Class B Certificates are 
issued, the Transferor shall deliver to the Trustee an Officer's 
Certificate confirming the item set forth in clause (i) above.  The 
Trustee may conclusively rely on such certificate, shall have no duty to 
make inquiries with regard to matters set forth therein and shall incur 
no liability in so relying. 

[END OF ARTICLE IV] 
                                   25



<PAGE>

Section 9.  Article V of the Agreement.  Article V of the Agreement 
shall read in its entirety as follows and shall be applicable to the 
Series 1996-A Certificates: 

ARTICLE V 

DISTRIBUTIONS AND REPORTS TO 
CERTIFICATEHOLDERS 

Section 5.1  Distributions.  (a)  On each Distribution Date, 
the Paying Agent shall distribute to each Class A Certificateholder of 
record as of the preceding Record Date (other than as provided in 
Section 12.2 of the Agreement respecting a final distribution) such 
Class A Certificateholder's pro rata share of the amounts that are 
available on such Distribution Date to pay interest on the Class A 
Certificates (excluding the amount of any Class A Monthly Interest that 
has already been paid by a Servicer Advance or a Nordstrom Credit 
Advance) pursuant to this Series Supplement. 

(b)  On each Distribution Date with respect to an Amortization Period, 
the Paying Agent shall distribute to each Class A Certificateholder of 
record as of the preceding Record Date (other than as provided in 
Section 12.2 of the Agreement respecting a final distribution) such 
Class A Certificateholder's pro rata share of the  amounts that are 
available on such date to pay principal of the Class A Certificates 
pursuant to this Series Supplement. 

(c)  On each Distribution Date, the Paying Agent shall distribute to 
each Class B Certificateholder of record as of the preceding Record Date 
(other than as provided in Section 12.2 of the Agreement respecting a 
final distribution) such Class B Certificateholder's pro rata share of 
the amounts that are available on such Distribution Date to pay interest 
on the Class B Certificates pursuant to this Series Supplement. 

(d)  On each Distribution Date with respect to an Amortization Period on 
or after the Class B Principal Commencement Date, the Paying Agent shall 
distribute to each Class B Certificateholder of record as of the 
preceding Record Date (other than as provided in Section 12.2 of the 
Agreement respecting a final distribution) such Class B 
Certificateholder's pro rata share of the amounts that are 
                                   26



<PAGE>
available on such date to pay principal of the Class B Certificates 
pursuant to this Series Supplement. 

(e)  Except as provided in Section 12.2 of the Agreement with respect to 
a final distribution, distributions to Series 1996-A Certificateholders 
hereunder shall be made by check mailed to each such Certificateholder 
at such Certificateholder's address appearing in the Certificate 
Register or by wire transfer of immediately available funds to such 
Certificateholder's account so long as the Paying Agent was notified of 
such account at least five Business Days prior to such Distribution 
Date, in each case without presentation or surrender of any such Series 
1996-A Certificate or the making of any notation thereon. 

Section 5.2  Statements to Series 1996-A Certificateholders.  
On each Distribution Date, the Paying Agent, on behalf of the Trustee, 
shall forward to each Series 1996-A Certificateholder a statement 
substantially in the form of Exhibit C prepared by the Servicer setting 
forth certain information relating to the Trust and the Series 
1996-A Certificates. 

On or before January 31 of each calendar year, beginning 
with calendar year 1997, the Paying Agent, on behalf of the Trustee, 
shall furnish or cause to be furnished to each Person who at any time 
during the preceding calendar year was a Certificateholder of Series 
1996-A, a statement prepared by the Servicer containing the informat 
ion which is required to be contained in the statement to the 
Certificateholders in the form of Exhibit C, aggregated for such 
calendar year or the applicable portion thereof during which such Person 
was a Certificateholder of such Series, together with other information 
as is required to be provided by an issuer of indebtedness under the 
Internal Revenue Code and such other customary information as is 
necessary to enable the Certificateholders of such Series to prepare 
their tax returns.  Such obligation of the Servicer shall be deemed to 
have been satisfied to the extent that substantially comparable 
information shall be provided by the Paying Agent pursuant to any 
requirements of the Internal Revenue Code as from time to time in 
effect. 
[END OF ARTICLE V] 
                                   27



<PAGE>
 
 
Section 10.  Early Amortization Events.  If any one of the 
events specified in Section 9.1 of the Agreement or any one of the 
following events shall occur during either the Revolving Period or the 
Rapid Amortization Period with respect to the Series 1996-A 
Certificates: 

(i)  failure on the part of the Transferor or the Servicer (a) to make 
any payment or deposit on the date required under the Agreement, this 
Series Supplement or the Transfer and Administration Agreement, as 
applicable (or within the applicable grace period which will not exceed 
five Business Days), (b) duly  to observe or perform in any material 
respect the covenant of the Transferor not to sell, pledge, assign or 
transfer to any person, or grant any unpermitted lien on, any 
Receivable, or (c) duly to observe or perform in any material respect 
any other covenants or agreements of the Transferor in the Agreement or 
in the Transfer and Administration Agreement (other than those 
specifically referred to elsewhere in this Section 10), which in the 
case of subclause (c) hereof, continues unremedied for a period of 60 
days after written notice to the Transferor, and continues to affect 
materially and adversely the interests of the Series 1996-A 
Certificateholders for such period; provided, however, that an Early 
Amortization Event described in clause (b) or (c) shall not be deemed to 
occur if the Transferor has accepted the reassignment of the related 
Receivable within 60 days after receipt of written notice by the 
Transferor (or such longer period as the Trustee may specify not to 
exceed an additional 60 days) of such Early Amortization Event in 
accordance with the provisions of the Agreement; 

(ii)  failure on the part of Nordstrom Credit, Inc. to 
make any payment on the date required under Section 4.8 of the 
Agreement; 

(iii)  any representation or warranty made by the Transferor or 
Nordstrom Credit, Inc. in the Agreement, this Series Supplement or the 
Transfer and Administration Agreement (other than those specifically 
                                   28



<PAGE>
referred to elsewhere in this Section 10) or any information required to 
be given by the Transferor to the Trustee to identify the Accounts 
proves to have been incorrect in any material respect when made and 
continues to be incorrect in any material respect for a period of 60 
days after written notice to the Transferor and as a result of which the 
interests of the Series 1996-A Certificateholders are materially and 
adversely affected and which continues to materially and adversely 
affect the interests of the Series 1996-A Certificateholders for such 
period; provided, however, that an Early Amortization Event described in 
this clause (ii) shall not be deemed to occur if the Transferor has 
accepted the reassignment of the related Receivable or all such 
Receivables, if applicable, during such period (or such longer period as 
the Trustee may specify not to exceed an additional 60 days);  
(iv)  a failure by the Transferor to perform, comply with or observe any 
agreement, covenant or obligation under Section 3.4(i) of the Transfer 
and Administration Agreement;  

(v)  a failure by the Transferor to transfer Receivables from 
Supplemental Accounts to the Trust within five Business Days after the 
day on which it is required to transfer such Receivables pursuant to 
Section 2.6 of the Agreement; 

(vi)  any Servicer Default occurs which would have a 
material adverse effect on the Series 1996-A Certificateholders; 
 
(vii)  the Transferor shall enter into any consolidation or merger with 
any other Person whereby the Transferor is not the Person surviving such 
consolidation or merger;  

(viii)  a change in the operations of the Transferor or any other event 
which materially and adversely affects the Transferor's ability to 
either collect the Receivables or perform its obligations thereunder;  
                                  29



<PAGE>
(ix)  an event which constitutes (with or without notice or lapse of 
time or both) a default or potential default under any agreement of 
which the Transferor or one of its Subsidiaries is a party relating to 
indebtedness of the Transferor or such Subsidiary of $5,000,000 or more; 

(x)  on any day, the Class B Invested Amount is less than the Minimum 
Enhancement Amount; 

(xi)  on any day, the Transferor Amount minus the Excluded Receivables 
Balance is less than the Minimum Transferor Amount; 

(xii)  the average Portfolio Yield for any three consecutive Due Periods 
is reduced to a rate which is less than the average Base Rate for such 
period; 
 
then, an Early Amortization Event with respect to only the Series 1996-A 
Certificates will be deemed to have occurred without any notice or other 
action on the part of the Trustee or the Certificateholders, immediately 
upon the occurrence of such event; provided, however, that all of the 
Class A Certificateholders may waive any such Early Amortization Event 
with respect to the Series 1996-A Certificates.  Upon any such waiver, 
such Early Amortization Event shall be deemed not to have occurred for 
every purpose of the Agreement and this Series Supplement.  
No such waiver shall extend to any subsequent or other event or impair 
any right consequent thereon. 
 
Section 11.  Termination or Suspension of Automatic Additions of 
Accounts.  All of the Class A Certificateholders may direct 
the Transferor by notification in writing to designate one or more 
Automatic Addition Termination Dates or one or more Automatic Addition 
Suspension Dates and Restart Dates.  Upon receipt of such notification 
, the Transferor shall designate the date or dates specified therein as 
Automatic Addition Termination Dates or Automatic Addition Suspension 
Dates and Restart Dates, as the case may be, by providing the notices 
                                   30



<PAGE>
and taking the actions required by Section 2.6(d)(i) of the Agreement. 

Section 12.  Representations and Warranties of Nordstrom Credit, Inc.  
Nordstrom Credit, Inc. hereby represents and warrants to the Trustee, as 
of the date hereof, as follows: 
 
(a)  Organization, etc.  Nordstrom Credit, Inc. is a corporation duly 
organized, validly existing and in good standing under the laws of the 
State of Colorado and has full corporate power, authority and legal 
right to own or lease all of its properties and assets, to carry on its 
business as it is now being conducted and to execute , deliver and 
perform the Agreement and this Series Supplement.  Nordstrom Credit, 
Inc. is duly qualified as a foreign corporation in good standing under 
the laws of each other jurisdiction in which the nature of its business 
requires such qualification and in which failure to so qualify would 
render the Agreement or this Series Supplement unenforceable or would 
have a material adverse effect on Nordstrom Credit, Inc.'s ability to 
perform its obligations thereunder or hereunder. 
 
(b)  Authorization; Valid Agreement.  The execution, delivery and 
performance of the Agreement and this Series Supplement has been duly 
authorized by all required corporate or other action on the part of 
Nordstrom Credit, Inc., and each of the Agreement and this Series 
Supplement constitutes the legal, valid and binding obligation  
of Nordstrom Credit, Inc., enforceable in accordance with its terms, 
subject to applicable bankruptcy, insolvency, moratorium or other 
similar laws affecting the rights of creditors generally as such laws 
would apply in the event of the bankruptcy, insolvency, moratorium or 
other similar event with respect to Nordstrom Credit, Inc. and to 
general principles of equity. 

(c)  No Conflicts.  The execution, delivery and performance by 
Nordstrom Credit, Inc. of each of the Agreement and this Series 
Supplement does not and will not (a) contravene its charter or By-Laws, 
(b) in any material respect, violate any provision of, or require any 
filing, registration, consent or approval under, any law, rule,  
regulation, order, writ, judgment, injunction, decree, determination or 
award presently in effect having applicability to Nordstrom Credit, 
Inc., (c) result in a breach of or constitute a default or require any 
consent under any material indenture or loan or credit agreement or any 
 
                                   31



<PAGE>
other material agreement, lease or instrument to which Nordstrom Credit, 
Inc. is a party or by which it or its properties may be bound or 
affected or (d) result in, or require, the creation or imposition of any 
material lien upon or with respect to any of the properties now owned or 
hereafter acquired by Nordstrom Credit, Inc. 

(d)  No Proceedings.  There are no proceedings or investigations 
pending, or to the best knowledge of Nordstrom Credit, Inc., threatened 
against Nordstrom Credit, Inc. before any Governmental Authority (a) 
asserting the invalidity of the Agreement or this Series Supplement, (b) 
seeking to prevent the consummation of the transactions contemplated by 
the Agreement or this Series Supplement, (c) seeking any determination 
or ruling that would adversely affect the performance by Nordstrom 
Credit, Inc. of its obligations under the Agreement or this 
Series Supplement or (d) seeking any determination or ruling that would 
adversely affect the validity or enforceability of the Agreement or this 
Series Supplement. 

Section 13.  Series 1996-A Investor Exchange; Certificate 
Defeasance.  (a)  Pursuant to subsection 6.9(b) of the Agreement, the 
Certificateholders may tender their Certificates, and the holder of the 
Exchangeable Transferor Certificate may tender the Exchangeable 
Transferor Certificate, in exchange for (i) one or more newly issued  
classes of Investor Certificates and (ii) a reissued Exchangeable 
Transferor Certificate in accordance with the terms and conditions 
contained in a notice of exchange delivered to the Certificateholders.  
Such notice of exchange will specify, among other things:  (a) the 
amount of Certificates that may be tendered, (b) the Certificate Rate 
(or the method for allocating interest payments or other cash flows to 
such Series), if any, with respect to the new Series, (c) the term of 
the Series, (d) the method of computing the invested percentage, (e) the 
manner of Enhancement, if any, with respect to the Series and (f) the 
time and the manner at which the tender and cancellation of the Series 
1996-A Certificates and the issuance of the new Certificates will be 
effectuated.  Upon satisfaction of the conditions contained in 
subsections 6.9(b) and 6.9(c) of the Agreement, and the receipt by the 
Trustee of the exchange notice and the related Supplement, the Trustee 
shall cancel the existing Exchangeable Transferor Certificate and the 
applicable Series 1996-A Certificates which have been tendered pursuant 

                                   32



<PAGE>
to this Section 12(a), and shall issue such new Series of Investor 
Certificates and a new Exchangeable Transferor Certificate, each dated 
the Exchange Date. 

(b)  The Trustee, for the benefit of the Series 1996-A 
Certificateholders, shall establish prior to such tender and exchange, 
and maintain with a Qualified Institution in the name of the Trust, a 
certain segregated trust account (the Defeasance Account).  At the 
option of the Transferor, all amounts received by the Trustee from the 
issuance of new Certificates or increased invested amount of another 
Series (or any class within any such other Series) on the settlement 
date for such issuance shall be deposited in the Defeasance Account. 

(c)  Amounts on deposit in the Defeasance Account shall be 
applied as Collections allocable to the Series 1996-A Certificates in 
payment of the Invested Amount and all accrued and unpaid interest 
thereon, in accordance with Section 4.5 of the Agreement.  Any Business 
Day upon which payments are received in the Defeasance Account shall be 
deemed to be a Distribution Date.  Any funds remaining in the Defeasance 
Account after all amounts payable to the Certificateholders pursuant to 
Section 4.5 of the Agreement have been paid in full shall be paid to the 
Transferor. 

Section 14.  Transfers of Series 1996-A Certificates; Legends. 
 
(a)  No Class A Certificate or any interest therein may be 
sold (including in the initial offering), conveyed, assigned, 
hypothecated, pledged, participated, or otherwise transferred (each, a 
Transfer) except in accordance with this Section 14.  No Class B 
Certificate or any interest therein may be Transferred.  Any Transfer of 
a Class A Certificate otherwise permitted by this Section 14 will 
be permitted only if it consists of a pro rata percentage interest in 
all payments made with respect to such holder's Class A Certificates and 
no Transfers of partial interests in a Class A Certificate shall be 
permitted.  No Class A Certificate or any interest therein may be 
 Transferred to any Person (each, an Assignee), unless the Assignee 
shall have executed and delivered the certification referred to in 
subsection 14(e) below and each of the Transferor and the Servicer shall 
have granted its prior consent thereto; provided, that the consent of 

                                   33



<PAGE>
the Transferor and the Servicer shall not be required in connection with 
any transfer to the Bank Investors, any Liquidity Provider or any 
Affiliate of Nordstrom National Credit Bank pursuant to the Transfer and 
Administration Agreement.  The consent of the Transferor and the 
Servicer shall be granted unless the Transferor reasonably determines 
that such Transfer would create a risk that the Trust would be 
classified for federal or any applicable state tax purposes as an 
association or publicly traded partnership taxable as a corporation; 
provided, that any attempted Transfer that would cause the number of 
Targeted Holders to exceed ninety-nine shall be void; and provided, 
further, that there shall not at any time be more than 10 Class A 
Certificateholders or such other number as may be consented to by the 
Transferor, which consent may be withheld in its sole and absolute 
discretion. 

(b)  Each initial purchaser of a Series 1996-A Certificate 
or any interest therein and any Assignee thereof shall certify to the 
Transferor, the Servicer, and the Trustee that it is either (A)(i) a 
citizen or resident of the U.S., (ii) a corporation, partnership or 
other entity organized in or under the laws of the U.S. or  
any political subdivision thereof which, if such entity is a tax-exempt 
entity, recognizes that payments with respect to the Series 1996-A 
Certificates may constitute unrelated business taxable income or (iii) a 
person not described in (i) or (ii) whose ownership of the Series 1996-A 
Certificates is effectively connected with the conduct of a trade or 
business within the United States (within the meaning of the Code) 
and whose ownership of any interest in a Series 1996-A Certificate will 
not result in any withholding obligation with respect to any payments 
with respect to the Series 1996-A Certificates by any person and who 
will furnish to the Certificateholder making the Transfer, the Servicer 
and the Trustee, a properly executed U.S. Internal Revenue Service 
Form 4224 (and to agree to provide a new Form 4224 upon the expiration 
or obsolescence of any previously delivered form and comparable 
statements in accordance with applicable U.S. laws) or (B) an estate or 
trust the income of which is includible in gross income for U.S. federal 
income tax purposes. 

(c)  Each initial purchaser of a Class A Certificate or any 
interest therein and any Assignee thereof shall further certify to the 
Transferor, the Servicer and the Trustee that it has neither acquired 
nor will it sell, trade or transfer any interest in a Class A 

                                   34



<PAGE>
Certificate or cause an interest in a Class A Certificate to be marketed 
on or through (i) an established securities market within 
the meaning of Section 7704(b)(1) of the Code and any treasury 
regulation thereunder, including, without limitation, an over-the-
counter-market or an interdealer quotation system that regularly 
disseminates firm buy or sell quotations or (ii) a secondary market 
within the meaning of Section 7704(b)(2) of the Code and any treasury 
regulation thereunder, including a market wherein interests in the Class 
A Certificates are regularly quoted by any Person making a market in 
such interests and a market wherein any Person regularly makes available 
bid or offer quotes with respect to interests in the Class A 
Certificates and stands ready to effect buy or sell transactions at the 
quoted prices for itself or on behalf of others.  In addition, each 
initial purchaser of a Class A Certificate or any interest therein and 
any Assignee shall certify, prior to any delivery or Transfer to it of a 
Class A Certificate that it is not and will not become a partnership, 
Subchapter S corporation or grantor trust for U.S. federal income tax 
purposes.  If an initial purchaser of an interest in a Class A 
Certificate or an Assignee cannot make the certification described in 
the preceding sentence, the Transferor may, in its sole discretion, 
prohibit a Transfer to such entity; provided, however, that if the 
Transferor agrees to permit such a Transfer, the Transferor, the 
Servicer or the Trustee may require additional certifications in order 
to prevent the Trust from being treated as a publicly traded 
partnership. 

(d)  Each Class A Certificate will bear a legend or legends 
substantially in the following form: 

EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF 
NORDSTROM NATIONAL CREDIT BANK AND THE TRUSTEE THAT SUCH PURCHASER IS 
NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE 
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) 
THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN 
DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE 
CODE OF 1986, AS AMENDED, (III) A GOVERNMENTAL PLAN, AS DEFINED IN 
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH 
IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF 
ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING  
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE 
ENTITY OR (V) A PERSON INVESTING PLAN ASSETS OF ANY SUCH PLAN 

                                   35



<PAGE>
(EXCLUDING FOR PURPOSES OF THIS CLAUSE (V), ANY ENTITY REGISTERED UNDER 
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED). 

THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR 
MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH (I) AN 
ESTABLISHED SECURITIES MARKET WITHIN THE MEANING OF SECTION 7704(b)(1) 
OF THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION 
THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR 
AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR 
SELL QUOTATIONS OR (II) A SECONDARY MARKET WITHIN THE MEANING OF SECTION 
7704(b)(2) OF THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY 
REGULATION THEREUNDER, INCLUDING A MARKET WHEREIN INTERESTS IN THE CLASS 
A CERTIFICATES ARE REGULARLY QUOTED BY ANY PERSON MAKING A MARKET IN 
SUCH INTERESTS AND A MARKET WHEREIN ANY PERSON REGULARLY MAKES AVAILABLE 
BID OR OFFER QUOTES WITH RESPECT TO INTERESTS IN THE CLASS A 
CERTIFICATES AND STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT THE 
QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS. 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED 
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR 
ANY STATE SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS 
CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, 
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES 
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR, (2) TO A 
LIMITED NUMBER OF INSTITUTIONAL ACCREDITED INVESTORS (AS DEFINED IN RULE 
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) AND IN A 
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES 
ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED BY THE POOLING AND 
SERVICING AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN OPINION OF 
COUNSEL SATISFACTORY TO THE TRUSTEE) OR (3) PURSUANT TO RULE 
144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY 
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 
144A (QIB) PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE 
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE 
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON 
RULE 144A.  EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN 
THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS EITHER A QIB 
PURCHASING FOR ITS OWN ACCOUNT, A QIB PURCHASING FOR THE ACCOUNT OF 
ANOTHER QIB OR AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED 

                                   36



<PAGE>
IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT).  THIS 
CERTIFICATE WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT 
UPON PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRANSFER AGENT AND 
REGISTRAR THAT THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES 1996 
- -A SUPPLEMENT HAVE BEEN COMPLIED WITH.  THIS CERTIFICATE MAY NOT BE 
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR 
WRITTEN CONSENT OF EACH OF THE TRANSFEROR AND THE SERVICER AND UNLESS 
AND UNTIL THE TRUSTEE SHALL HAVE RECEIVED THE CERTIFICATIONS REQUIRED BY 
THE SERIES 1996-A SUPPLEMENT.   

Each Class B Certificate will bear a legend or legends 
substantially in the following form: 

THIS CERTIFICATE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR 
OTHERWISE TRANSFERRED. 
 
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF 
NORDSTROM NATIONAL CREDIT BANK AND THE TRUSTEE THAT SUCH PURCHASER IS 
NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE 
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA)) 
THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN 
DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE 
CODE OF 1986, AS AMENDED, (III) A GOVERNMENTAL PLAN, AS DEFINED IN 
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH 
IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF 
ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING 
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE 
ENTITY OR (V) A PERSON INVESTING "PLAN ASSETS" OF ANY SUCH PLAN 
(EXCLUDING FOR PURPOSES OF THIS CLAUSE (V), ANY ENTITY REGISTERED UNDER 
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED). 

(e)  Upon surrender for registration of transfer of a 
Class A Certificate at the office of the Transfer Agent and Registrar, 
accompanied by a certification by the Class A Certificateholder 
substantially in the form attached as Exhibit D, executed by the 
registered owner, in person or by such Class A Certificate-holder's 
attorney thereunto duly authorized in writing, and receipt by the 
Trustee of the written consent of each of the Transferor and the 
Servicer to such transfer, such Class A Certificate shall be transferred 
upon the Certificate Register, and the Transferor shall execute, and the 
Trustee shall authenticate and deliver, in the name of the designated 
transferees one or more new registered Class A Certificates of any 

                                   37



<PAGE>
authorized denominations and of a like aggregate principal amount and 
tenor.  Such transfers of Class A Certificates shall be subject to the 
restrictions set forth in this Section 14, to such other restrictions as 
shall be set forth in the text of the Class A Certificates and to such 
reasonable regulations as may be prescribed by the Transferor.  
Successive registrations and registrations of transfers as aforesaid may 
be made from time to time as desired, and each such registration shall 
be noted on the Certificate Register. 

Section 15.  Ratification of Master Pooling and Servicing 
Agreement.  As supplemented by this Series Supplement, the Agreement is 
in all respects ratified and confirmed and the Agreement as so 
supplemented by this Series Supplement shall be read, taken, and 
construed as one and the same instrument; provided, however, that 
pursuant to Section 9.2(a) of the Agreement, the Trustee shall sell the 
portion of the Receivables allocable to Series 1996-A unless instructed 
not to sell, dispose of or otherwise liquidate the Receivables by 
holders of interests aggregating more than 50% of each class of each 
Series (including a majority in interest in each collateral indebtedness 
interest), each holder of an interest in the Transferor Interest other 
than the Transferor and any other Person specified in a Supplement. 
 
Section 16.  Counterparts.  This Series Supplement may be 
executed in any number of counterparts, each of which so executed shall 
be deemed to be an original, but all of such counterparts shall together 
constitute but one and the same instrument. 

Section 17.  Governing Law.  THIS SERIES SUPPLEMENT SHALL BE 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT 
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS 
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE 
WITH SUCH LAWS. 
 
Section 18.  Subordination of Certain Termination Payments.  
Notwithstanding anything contained in Section 12.2(c) of the Agreement, 
upon the sale of Receivables or interests therein as provided in Section 
12.2(c) of the Agreement, the proceeds of any such sale payable in 
respect of the Series 1996-A Certificates shall be payable first to the 
Class A Certificates until paid in full and then to the Class B 
Certificates until paid in full. 
 
                                   38



<PAGE> 
Section 19.  Acknowledgment by Nordstrom Credit, Inc.  
Nordstrom Credit, Inc. hereby adopts and acknowledges Sections 4.5(d), 
4.8, 7.4 and 9.2(a) of the Agreement, and by executing this Series 
Supplement shall be deemed to be a party to the Agreement for purposes 
of its obligations under said Sections 4.5(d), 4.8, 7.4 and 9.2(a). 

Section 20.  Opinions of Counsel.  Any Opinion of Counsel 
required to be delivered pursuant to the Agreement or this Series 
Supplement shall be acceptable to the Agent, in its sole discretion. 
 
Section 21.  Article VII of the Agreement.  Article VII of 
the Agreement shall read in its entirety as provided in the Agreement, 
except that Section 7.4 thereof shall read in its entirety as follows: 
ARTICLE VII 

OTHER MATTERS RELATING 
TO THE TRANSFEROR 
 
 
Section 7.4  Liabilities.  Notwithstanding Section 7.3, by 
entering into this Agreement, each of the Transferor and Nordstrom 
Credit, Inc. agree to be liable, directly to the injured party, for the 
entire amount of any losses, claims, damages, penalties or liabilities 
(other than those incurred by a Certificateholder in the capacity of an 
investor in the Investor Certificates as a result of the performance of 
the Receivables, market fluctuations, a shortfall in any Enhancement or 
other similar market or investment risks) arising out of or based on the 
arrangement created by this Agreement and the actions of the Servicer 
taken pursuant hereto as though this Agreement created  a partnership 
under the Uniform Partnership Act.  Each of the Transferor and Nordstrom 
Credit, Inc. agrees to pay, indemnify and hold harmless each Investor 
Certificateholder against and from any and all such losses, claims, 
damages and liabilities (other than those incurred by a 
Certificateholder in the capacity of an investor in the Investor 
Certificates as a result of the performance of the Receivables, market 
fluctuations, a shortfall in any Enhancement or other similar market or 
investment risks) except to the extent that they arise from any action 
by such Investor Certificateholder.  Subject to Sections 8.3 and 8.4, in 
the event of a Service Transfer, the Successor Servicer will indemnify 

                                   39



<PAGE>
and hold harmless each of the Transferor and Nordstrom Credit, 
Inc. for any losses, claims, damages and liabilities of the Transferor 
or Nordstrom Credit, Inc. as described in this Section 7.4 arising from 
the actions or omissions of such Successor Servicer. 

Section 22.  Article IX of the Agreement.  Article IX of the 
Agreement shall read in its entirety as provided in the Agreement, 
except that Section 9.2(a) thereof shall read in its entirety as 
follows: 

ARTICLE IX 
EARLY AMORTIZATION EVENTS 

Section 9.2  Additional Rights Upon the Occurrence of 
Certain Events. 
 
 
(a)  If the Transferor or Nordstrom Credit, Inc. voluntarily 
goes into liquidation or consents to the appointment of a trustee, 
conservator, receiver, liquidator, custodian or other similar official 
in any bankruptcy, insolvency, readjustment of debt, marshalling of 
assets and liabilities, receivership, conservatorship or similar 
proceedings of or relating to either the Transferor or Nordstrom Credit, 
Inc. or of or relating to all or substantially all of its property; or a 
decree or order of a court or agency or supervisory authority having 
jurisdiction in the premises for the appointment of a trustee, 
conservator, receiver, liquidator, custodian or other similar official 
in any bankruptcy, insolvency, readjustment of debt, marshalling of 
assets and liabilities, receivership, conservatorship or similar 
proceedings, or for the winding-up or liquidation of its affairs, shall 
have been entered against either the Transferor or Nordstrom Credit, 
Inc. and, only in the case of Nordstrom Credit, Inc., such decree or 
order shall have remained in force undischarged or unstayed for a period 
of sixty (60) days; either the Transferor or Nordstrom Credit, Inc. 
shall admit in writing its inability to pay its debts generally as they 
become due, file a petition to take advantage of any applicable 
bankruptcy, insolvency, receivership, conservatorship or reorganization 
statute , make an assignment for the benefit of its creditors or 
voluntarily suspend payment of its obligations; an involuntary petition 
shall be filed with respect to the Transferor or Nordstrom Credit, Inc. 
in a court of competent jurisdiction seeking to take advantage of any 

                                   40



<PAGE>
applicable bankruptcy, insolvency, receivership, conservatorship or 
reorganization statute and, only in the case of Nordstrom Credit, Inc., 
such proceeding or petition shall continue undismissed for sixty (60) 
days; or the Transferor shall become unable for any reason to transfer 
Receivables in accordance with the provisions of this Agreement (such 
voluntary liquidation, appointment, entering of such decree, admission, 
filing, making, suspension or inability, a Dissolution Event), the 
Transferor shall promptly give notice of such event to the Trustee, and 
the Transferor shall on the day of such appointment, voluntary 
liquidation, entering of such decree, admission, filing, making, 
suspension or inability, as the case may be (the Appointment Day), 
immediately cease to transfer Principal Receivables to the Trust 
hereunder.  Notwithstanding any cessation of the transfer to the Trust 
of additional Principal Receivables, Principal Receivables transferred 
to the Trust prior to the occurrence of such Dissolution Event and 
Collections in respect of such Principal Receivables and Finance Charge 
Receivables whenever created shall continue to be part of the Trust, and 
such Collections shall continue to be allocated and deposited in 
accordance with the provisions of Article IV.  Within 15 days of the 
receipt by the Trustee of the notice of a Dissolution Event, the Trustee 
shall (i) publish a notice in an Authorized Newspaper that a Dissolution 
Event has occurred and that the Trustee intends to sell, dispose of or 
otherwise liquidate the Receivables in a commercially reasonable manner 
and (ii) send written notice to the Investor Certificateholders and any 
Enhancement Provider entitled thereto describing the provisions of this 
Section 9.2 and requesting instructions from such Holders, which notice 
shall request each Investor Certificateholder to advise the Trustee in 
writing that it elects one of the following options:  (A) the Investor 
Certificateholder wishes the Trustee to instruct the Servicer not to 
sell, dispose of or otherwise liquidate the Receivables and to instruct 
the Servicer to reconstitute the Trust upon the same terms and 
conditions set forth herein, or (B) the Investor Certificateholder 
wishes the Trustee to instruct the Servicer to sell, dispose of or 
otherwise liquidate the Receivables, or (C) the Investor 
Certificateholder refuses to advise the Trustee as to the specific 
action the Trustee shall instruct the Servicer to take.  If after 90 
days from the day notice pursuant to clause (i) above is first published 
(the Publication Date), the Trustee shall not have received written 
instructions of Holders (other than the Transferor or any of its 

                                   41



<PAGE>
Affiliates) of Investor Certificates representing Undivided Interests 
aggregating in excess of 50% of the related Invested Amount of each 
Series (or in the case of a Series having more than one class of 
Investor Certificates, each class of such Series) to the effect that the 
Trustee shall instruct the Servicer not to sell, dispose of, or 
otherwise liquidate the Receivables and to instruct the Servicer to 
reconstitute the Trust upon the same terms and conditions as set forth 
herein, the Trustee shall instruct the Servicer to proceed to sell, 
dispose of, or otherwise liquidate the Receivables in a commercially 
reasonable manner and on commercially reasonable terms, which shall 
include the solicitation of competitive bids and the Servicer shall 
proceed to consummate the sale, liquidation or disposition of the 
Receivables as provided above with the highest bidder for the 
Receivables.  If, however, with respect to the portion of the 
Receivables allocable to any outstanding Series, the holders (other 
than the Transferor or any of its Affiliates) of more than 50% of the 
principal amount of each class of such Series instruct the Trustee not 
to sell the portion of the Receivables allocable to such Series, the 
Trust shall continue with respect to such Series pursuant to the terms 
of the Agreement and the Supplement.  If specified in the applicable 
Supplement, the holder (other than the Transferor or any of its 
Affiliates) of an Enhancement Invested Amount with respect to a Series 
shall be entitled to give instructions pursuant to this Section 9.2 as  
if such Enhancement Invested Amount were a class of such Series.  The 
portion of the Receivables allocable to any Series shall be equal to the 
sum of (1) the product of (A) the Transferor Percentage, (B) the 
Aggregate Principal Receivables and (C) a fraction the numerator of 
which is the related Percentage with respect to Finance Charge 
Receivables and the denominator of which is the sum of all Invested 
Percentages with respect to Finance Charge Receivables of all Series 
outstanding and (2) the Invested Amount of such Series.  The Transferor 
or any of its Affiliates shall be permitted to bid for the Receivables.  
In addition the Transferor or any of its Affiliates shall have the right 
to match any bid by a third person and be granted the right to purchase 
the Receivables at such matched bid price.  The Trustee may obtain a 
prior determination from the conservator or receiver that the terms and 
manner of any proposed sale, disposition or liquidation are commercially 
reasonable.  The provisions of Sections 9.1 and 9.2 shall not be deemed 
to be mutually exclusive. 
 
                                   4



<PAGE>
Section 23.  Consent to Issuance of Additional Series.  Prior to 
the issuance of any Series other than Series 1996-A, the Transferor 
shall obtain the consent of the Agent, which consent may not be 
unreasonably withheld. 

                                   43 



<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Series 
Supplement to be duly executed by their respective officers thereunto 
duly authorized as of the day and year first above written. 

NORDSTROM NATIONAL CREDIT BANK, 
  as Transferor and Servicer 
By:   /s/ Carol R. Simonson
      --------------------------
Name: Carol R. Simonson
Title:  Vice President of Finance

NORDSTROM CREDIT, INC. 
By:   /s/ John Walgamott
      --------------------------
Title:President

NORWEST BANK COLORADO, NATIONAL ASSOCIATION, 
  as Trustee and Paying Agent 
By:   /s/ A. Lenore Martinez
      --------------------------
 Name: A. Lenore Martinez
Title: Senior Vice President
 
 



<PAGE> 
TABLE OF CONTENTS 

<TABLE>
<CAPTION>
                                                       Page 
<S>                                                    <C>
PRELIMINARY STATEMENT                                   1 
Section 1.  Designation                                 1 

Section 2.  Definitions                                 2 

Section 3.  Minimum Transferor Interest Percentage     12 

Section 4.  Reassignment and Transfer Terms            13 

Section 5.  Delivery and Payment for the Certificates  13 
Section 6.  Form of Delivery of the Series 1996-A 
            Certificates                               13 

Section 7.  Servicing Compensation; Interchange        13 

Section 8.  Article IV of the Agreement                14 

ARTICLE IV 

RIGHTS OF SERIES 1996-A CERTIFICATEHOLDERS AND 
ALLOCATION AND APPLICATION OF COLLECTIONS	14 

Section 4.2  Collections and 
               Allocations                              14 

Section 4.3  Determination of Monthly  
               Interest                                 16 

Section 4.4  Determination of Monthly 
               Principal                                16 

Section 4.5  Application of Collections                 17 

Section 4.6  Defaulted Amounts; Investor 
               Charge Offs                              21 
Section 4.7  Reallocated Class B Principal 
               Collections                              23 

Section 4.8  Certain Payments by Nordstrom 
               Credit, Inc.                             23 

Section 4.9  Excess Principal Collections               24 

Section 4.10 Excess Finance Charge  
               Collections                              24 

Section 4.11 Additional Issuances of  
               Class B Certificates                     25 
Section 9.   Article V of the Agreement                 26 
</TABLE>

                                   i

<PAGE>

<TABLE>
<CAPTION>
ARTICLE V 
<S>                                                     <C>
DISTRIBUTIONS AND REPORTS TO 
CERTIFICATEHOLDERS                                      26 

Section 5.1 Distributions                               26 
Section 5.2 Statements to Series 1996-A  
               Certificateholders                       27 

Section 10. Early Amortization Events                   28 

Section 11. Termination or Suspension of Automatic 
            Additions of Accounts                       30 

Section 12. Representations and Warranties of  
            Nordstrom Credit, Inc.                      31 
 
Section 13. Series 1996-A Investor Exchange; 
            Certificate Defeasance                      32 

Section 14. Transfers of Series 1996-A  
            Certificates; Legends.                      33 

Section 15. Ratification of Master Pooling and  
            Servicing Agreement                         38 

Section 16. Counterparts                                38 

Section 17. Governing Law                               38 

Section 18. Subordination of Certain Termination
            Payments                                    38 

Section 19. Acknowledgment by Nordstrom Credit,  
            Inc.                                        39 

Section 20. Opinions of Counsel                         39 

Section 21. Article VII of the Agreement                39 

ARTICLE VI 

OTHER MATTERS RELATING 
TO THE TRANSFEROR                                       39 

Section 6.1 Liabilities                                 39 
</TABLE>

                                   ii

<PAGE>

<TABLE>
<CAPTION>

<S>                                                     <C>

Section 22. Article IX of the Agreement                 40 

ARTICLE IX 

EARLY AMORTIZATION EVENTS                               40 

Section 9.2     Additional Rights Upon 
                  the Occurrence of
                  Certain Events                        40 
 
Section 23.Consent to Issuance of Additional Series     43 
</TABLE>
 
                                   iii
 
<PAGE>
NORDSTROM NATIONAL CREDIT BANK
Transferor and Servicer 
 
and 
NORDSTROM CREDIT, INC. 
and 
NORWEST BANK COLORADO, NATIONAL ASSOCIATION Trustee 
on behalf of the Certificateholders 
- ------------------------------------
SERIES 1996-A SUPPLEMENT 
Dated as of August 14, 1996 
to 
MASTER POOLING AND SERVICING AGREEMENT
Dated as of August 14, 1996 
- --------------------------- 
$200,000,000 
NORDSTROM CREDIT CARD MASTER TRUST 
SERIES 1996-A

<PAGE>
                                                  EXHIBIT A
     
                 [FORM OF CLASS A CERTIFICATE]
                                 
     REGISTERED                                    One Unit
                                                       100%
     No. A-1                                                
     
               THIS CLASS A CERTIFICATE (OR ITS PREDECESSOR)
     WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGIS-
     TRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
     "SECURITIES ACT").  THIS CLASS A CERTIFICATE HAS NOT BEEN
     AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR
     ANY STATE SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHAS-
     ING THIS CLASS A CERTIFICATE, AGREES THAT THIS CLASS A
     CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHER-
     WISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
     ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE TRANS-
     FEROR, (2) TO A LIMITED NUMBER OF INSTITUTIONAL "ACCRED-
     ITED INVESTORS" (AS DEFINED IN RULE 501(a)(1), (2), (3)
     OR (7) UNDER THE SECURITIES ACT) AND IN A TRANSACTION
     EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURI-
     TIES ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED BY
     THE AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN OPINION
     OF COUNSEL SATISFACTORY TO THE TRUSTEE) OR (3) PURSUANT
     TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT
     THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITU-
     TIONAL BUYER WITHIN THE MEANING OF RULE 144A ("QIB")
     PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR
     THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN
     EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
     TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.  EACH
     CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN
     THIS CLASS A CERTIFICATE IS DEEMED TO REPRESENT THAT IT
     IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT, A QIB
     PURCHASING FOR THE ACCOUNT OF ANOTHER QIB OR AN INSTITU-
     TIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
     501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT). 
     THIS CLASS A CERTIFICATE WILL NOT BE ACCEPTED FOR REGIS-
     TRATION OF TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE
     SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR THAT THE
     RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES SUPPLE-
     MENT HAVE BEEN COMPLIED WITH.  THIS CLASS A CERTIFICATE
     MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANS-
     FERRED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF THE
     TRANSFEROR AND THE SERVICER AND UNLESS AND UNTIL THE


<PAGE>
     TRUSTEE SHALL HAVE RECEIVED THE CERTIFICATIONS REQUIRED
     BY THE SERIES SUPPLEMENT.
     
               THIS CLASS A CERTIFICATE MAY NOT BE ACQUIRED,
     SOLD, TRADED OR TRANSFERRED, NOR MAY AN INTEREST IN THIS
     CLASS A CERTIFICATE BE MARKETED, ON OR THROUGH (I) AN
     "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF
     SECTION 7704(b)(1) OF THE CODE AND ANY PROPOSED, TEMPO-
     RARY OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING,
     WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN
     INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES
     FIRM BUY OR SELL QUOTATIONS OR (II) A "SECONDARY MARKET"
     WITHIN THE MEANING OF SECTION 7704(b)(2) OF THE CODE AND
     ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION
     THEREUNDER, INCLUDING A MARKET WHEREIN INTERESTS IN THE
     CLASS A CERTIFICATES ARE REGULARLY QUOTED BY ANY PERSON
     MAKING A MARKET IN SUCH INTERESTS AND A MARKET WHEREIN
     ANY PERSON REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES
     WITH RESPECT TO INTERESTS IN THE CLASS A CERTIFICATES AND
     STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT THE
     QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS.
     
               EACH PURCHASER REPRESENTS AND WARRANTS FOR THE
     BENEFIT OF NORDSTROM NATIONAL CREDIT BANK AND THE TRUSTEE
     THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN
     (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
     INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT
     IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A
     PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL
     REVENUE CODE OF 1986, AS AMENDED, (III) A GOVERNMENTAL
     PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO
     ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
     EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA
     OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDER-
     LYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
     INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
     ASSETS" OF ANY SUCH PLAN (EXCLUDING FOR PURPOSES OF THIS
     CLAUSE (V), ANY ENTITY REGISTERED UNDER THE INVESTMENT
     COMPANY ACT OF 1940, AS AMENDED).
                               
                               A-2

<PAGE>
             NORDSTROM CREDIT CARD MASTER TRUST
     
            CLASS A VARIABLE FUNDING CERTIFICATE,
                        SERIES 1996-A
     
          Evidencing an undivided interest in a trust, the
     corpus of which consists of receivables generated from
     time to time in the ordinary course of business from a
     portfolio of VISA and MasterCard credit card accounts
     of
     
              NORDSTROM NATIONAL CREDIT BANK
     
     (Not an interest in or obligation of Nordstrom National
            Credit Bank or any affiliate thereof)
                               
     This certifies that ENTERPRISE FUNDING CORPORATION (the
     "Class A Certificateholder") is the registered owner of a
     fractional undivided interest in certain assets of a
     trust (the "Trust") created pursuant to the Master Pool-
     ing and Servicing Agreement, dated as of August 14, 1996
     (as amended and supplemented from time to time, the
     "Agreement"), between Nordstrom National Credit Bank, a
     national banking association, as Transferor and Servicer,
     and Norwest Bank Colorado, National Association, a na-
     tional banking association, as trustee (the "Trustee"),
     as supplemented by the Series 1996-A Supplement, dated as
     of August 14, 1996 (as amended and supplemented from time
     to time, the "Series Supplement"), by and among the
     Transferor and Servicer, Nordstrom Credit, Inc. and the
     Trustee.  The corpus of the Trust consists of (i) receiv-
     ables (the "Receivables") generated from time to time in
     a portfolio of revolving credit card accounts identified
     under the Agreement (the "Accounts"), (ii) all monies
     which are from time to time deposited in the Collection
     Account, the Excess Funding Account and any other ac-
     counts maintained for the benefit of Investor Certifi-
     cateholders and (iii) all other assets and interests
     constituting the Trust Property.  The Holder of this
     Class A Certificate is entitled to the benefit of the
     obligation of Nordstrom Credit, Inc. to make payments to
     the Trust under certain circumstances as provided in the

                                A-3


<PAGE>
     Series Supplement.  Although a summary of certain provi-
     sions of the Agreement and the Series Supplement is set
     forth below and on the Summary of Terms and Conditions
     attached hereto and made a part hereof, this Class A
     Certificate does not purport to summarize the Agreement
     and the Series Supplement and reference is made to the
     Agreement and the Series Supplement for information with
     respect to the interests, rights, benefits, obligations,
     proceeds and duties evidenced hereby and the rights,
     duties and obligations of the Trustee.  A copy of the
     Agreement and the Series Supplement (without schedules)
     may be requested from the Trustee by writing to the
     Trustee at the Corporate Trust Office.  To the extent not
     defined herein, the capitalized terms used herein have
     the meanings ascribed to them in the Agreement or the
     Series Supplement, as applicable.
     
               This Class A Certificate is issued under and is
     subject to the terms, provisions and conditions of the
     Agreement and the Series Supplement, to which Agreement
     and Series Supplement, each as amended and supplemented
     from time to time, the Class A Certificateholder by
     virtue of the acceptance hereof assents and is bound.
     
               It is the intent of the Transferor and the
     Investor Certificateholders that, for Federal, state and
     local income and franchise tax purposes only, the Inves-
     tor Certificates will qualify as indebtedness of the
     Transferor secured by the Receivables (unless otherwise
     specified in the related Supplement).  The Class A Cer-
     tificateholder, by the acceptance of this Class A Certif-
     icate, is deemed to agree to treat this Class A Certifi-
     cate for Federal, state and local income and franchise
     tax purposes as indebtedness of the Transferor (except to
     the extent that different treatment is explicitly re-
     quired under state or local tax statutes).
     
               Interest will accrue on the Class A Certifi-
     cates from the Closing Date through the last day of the
     Due Period preceding the September 1996 Distribution
     Date, and with respect to each Due Period thereafter,
     based on the actual number of days in the related Due
     Period and a year of 360 days, at a variable rate (the
     "Class A Certificate Rate") as determined in accordance
     with the Series Supplement.  Interest on the Class A Cer-
     tificates will be distributed on the twentieth day of
     each month, or, if such day is not a Business Day, on the


                                A-4


<PAGE>
     next succeeding Business Day (each, an "Distribution
     Date"), commencing September 20, 1996.
     
               In general, payments of principal with respect
     to the Class A Certificates are limited to the Class A
     Invested Amount, which may be less than the unpaid prin-
     cipal balance of the Class A Certificates.  All principal
     of and interest on the Class A Certificates is due and
     payable no later than the August 2006 Distribution Date
     (the "Stated Series Termination Date"), but the Class A
     Certificates may be paid earlier or later under certain
     circumstances described in the Agreement and the Series
     Supplement.
     
               Unless the certificate of authentication hereon
     has been executed by or on behalf of the Trustee, by
     manual signature, this Class A Certificate shall not be
     entitled to any benefit under the Agreement or the Series
     Supplement or be valid for any purpose.
      

                                A-5


<PAGE>
          IN WITNESS WHEREOF, the Transferor has caused
     this Class A Certificate to be duly executed.
     
                              NORDSTROM NATIONAL CREDIT
                                   BANK
     
     
     
                              By:                        
                                  Name:
                                  Title:
     
     
          Dated:  August 14, 1996 

                                A-6


<PAGE>
     
         TRUSTEE'S CERTIFICATE OF AUTHENTICATION
     
     This is one of the Class A Certificates described in the
     within-mentioned Agreement and Series Supplement.
     
     
     NORWEST BANK COLORADO, NATIONAL ASSOCIATION,
     as Trustee,
     
     
     By: ______________________
          Authorized Officer
     
     
     or
     
     
     By:
          as Authenticating Agent
          for the Trustee,
     
     
     By: ________________________
                         Authorized Officer
            NORDSTROM CREDIT CARD MASTER TRUST
     

                                A-7


<PAGE>
          CLASS A VARIABLE FUNDING CERTIFICATES,
                      SERIES 1996-A
     
             Summary of Terms and Conditions
     
     
               The Receivables consist generally of Principal
     Receivables and Finance Charge Receivables.  This Class A
     Certificate is one of a Series of Certificates entitled
     Nordstrom Credit Card Master Trust, Series 1996-A Certif-
     icates (the "Series 1996-A Certificates"), and one of a
     class thereof entitled Class A Variable Funding Certifi-
     cates, Series 1996-A (the "Class B Certificates"), each
     of which represents a fractional undivided interest in
     certain assets of the Trust.  The Trust Property is
     allocated in part to the Investor Certificateholders of
     all outstanding Series (the "Certificateholders' Inter-
     est") and the interests, if any, of any Enhancement
     Providers, with the remainder allocated to the Transfer-
     or.  The aggregate interest represented by the Class A
     Certificates at any time in the Principal Receivables in
     the Trust shall not exceed an amount equal to the Class A
     Invested Amount at such time.  The Class A Initial In-
     vested Amount is $186,600,000.  The Class A Invested
     Amount on any date will be an amount equal to (a) the
     Class A Initial Invested Amount, plus (b) the aggregate
     principal amount of any Additional Class A Invested
     Amounts purchased by Class A Certificateholders, minus
     (c) the aggregate amount of principal payments made to
     the Class A Certificateholders prior to such date, minus
     (d) the aggregate amount of Class A Investor Charge Offs
     for all prior Distribution Dates, plus (e) the aggregate
     amount of Class A Investor Charge Offs reimbursed pursu-
     ant to Section 4.5(a)(vi) of the Agreement prior to such
     date; provided, however, that the Class A Invested Amount
     may not be reduced below zero.  In addition, a class of
     the Series 1996-A Certificates entitled Class B 6.50%
     Asset Backed Certificates, Series 1996-A (the "Class B
     Certificates") will be issued pursuant to the Agreement
     and the Series Supplement.  Also, an Exchangeable Trans-
     feror Certificate has been issued to Nordstrom National
     Credit Bank pursuant to the Agreement which represents
     the Transferor Interest.
     

                                A-8


<PAGE>
               Subject to the terms and conditions of the
     Agreement, the Transferor may from time to time direct
     the Trustee, on behalf of the Trust, to issue one or more
     new Series of Investor Certificates, which will represent
     fractional undivided interests in certain Trust Property.
     
               Pursuant to Section 2.2 of the Transfer and
     Administration Agreement, dated as of August 14, 1996 (as
     amended and supplemented from time to time, the "Transfer
     and Administration Agreement"), by and among the Trans-
     feror, Enterprise Funding Corporation and NationsBank,
     N.A., the holders of this Class A Certificate may from
     time to time be required, prior to the commencement of
     the Early Amortization Period for the Certificates, to
     purchase Additional Class A Invested Amounts on the terms
     and conditions specified in the Transfer and Administra-
     tion Agreement.
     
               On each Distribution Date, the Paying Agent
     shall distribute to each Class A Certificateholder of
     record on the last day of the preceding calendar month
     (each a "Record Date") such Class A Certificateholder's
     pro rata share of such amounts as are payable to the
     Class A Certificateholders pursuant to the Agreement and
     the Series Supplement.  Distributions with respect to
     this Class A Certificate will be made by the Paying Agent
     by check mailed to the address of the Class A Certifi-
     cateholder of record appearing in the Certificate Regis-
     ter or by wire transfer of immediately available funds to
     such Certificateholder's account so long as the Paying
     Agent was notified of such account at least five Business
     Days prior to the related Distribution Date, in each case
     without the presentation or surrender of this Class A
     Certificate or the making of any notation thereon (except
     for the final distribution in respect of this Class A
     Certificate).  Final payment of this Class A Certificate
     will be made only upon presentation and surrender of this
     Class A Certificate at the office or agency specified in
     the notice of final distribution delivered (or published)
     by the Trustee in accordance with the Agreement and the
     Series Supplement.
     
               On any Distribution Date occurring on or after
     the day on which the Invested Amount is reduced to 5% or
     less of the Initial Invested Amount of the Series 1996-A
     Certificates of $196,500,000, the Series 1996-A Certifi-
     cates are subject to retransfer to the Transferor.  The


                                A-9


<PAGE>
     retransfer price will be equal to the Invested Amount of
     the Series 1996-A Certificates plus accrued but unpaid
     interest thereon.
     
               Subject to certain conditions in the Agreement,
     if the Invested Amount of the Series 1996-A Certificates
     is greater than zero on the Stated Series Termination
     Date, the Trustee shall sell or cause to be sold an
     amount of Receivables (or interests therein) up to 110%
     of the Invested Amount at the close of business on such
     date, but not more than the total amount of Receivables
     allocable to the Series 1996-A Certificates pursuant to
     the Agreement, and apply the proceeds of such sale as
     provided in the Agreement and the Series Supplement.
     
               This Class A Certificate does not represent an
     obligation of, or an interest in, the Transferor, the
     Servicer or any affiliate of any of them and is not
     insured or guaranteed by the Federal Deposit Insurance
     Corporation or any other governmental agency or instru-
     mentality.
     
               This Class A Certificate is limited in right of
     payment to certain Collections with respect to the Re-
     ceivables (and certain other amounts) and is senior to
     the Class B Certificates, all as more specifically set
     forth hereinabove and in the Agreement and the Series
     Supplement.
     
               The Agreement and any Supplement may be amended
     from time to time by the Servicer, the Transferor and the
     Trustee, without the consent of any of the Investor
     Certificateholders, to cure any ambiguity, to correct or
     supplement any provisions therein which may be inconsis-
     tent with any other provisions therein or to add any
     other provisions with respect to matters or questions
     raised under the Agreement which shall not be inconsis-
     tent with the provisions of the Agreement; provided,
     however, that such action shall not adversely affect in
     any material respect the interests of any of the Investor
     Certificateholders.  Additionally, the Agreement and any
     Supplement may be amended from time to time by the
     Servicer, the Transferor and the Trustee, without the
     consent of any of the Investor Certificateholders, to add
     to or change any of the provisions of the Agreement to
     enable Bearer Certificates to be issued in conformity
     with the Bearer Rules, to provide that Bearer Certifi-


                                A-10


<PAGE>
     cates may be registrable as to principal, to change or
     eliminate any restrictions on the payment of principal
     (or premium, if any) or any interest on Bearer Certifi-
     cates to comply with the Bearer Rules, to permit Bearer
     Certificates to be issued in exchange for Registered
     Certificates (if then permitted by the Bearer Rules), to
     permit Bearer Certificates to be issued in exchange for
     Bearer Certificates of other authorized denominations or
     to permit the issuance of Investor Certificates in
     uncertificated form, provided any such action shall not
     adversely affect the interest of the Holders of Bearer
     Certificates of any Series or any related Coupons in any
     material respect unless such amendment is necessary to
     comply with the Bearer Rules.
     
               The Agreement and any Supplement may also be
     amended from time to time by the Servicer, the Transferor
     and the Trustee, without the consent of any of the Inves-
     tor Certificateholders, for the purpose of adding any
     provisions to or changing in any manner or eliminating
     any of the provisions of the Agreement, or of modifying
     in any manner the rights of the Holders of Investor
     Certificates; provided that (i) the Servicer shall have
     provided an Opinion of Counsel to the Trustee to the
     effect that such amendment will not materially and ad-
     versely affect the interests of the Investor Certificate-
     holders of any outstanding Series, which Opinion of
     Counsel may rely solely on the rating confirmation re-
     ferred to in clause (iii) below (or 100% of the class of
     Certificateholders so affected have consented), (ii) such
     amendment shall not, as evidenced by an Opinion of Coun-
     sel, cause any outstanding Series to fail to qualify as
     debt for Federal income tax purposes, cause the Trust to
     be characterized for Federal income tax purposes as an
     association or a publicly traded partnership taxable as a
     corporation or otherwise have any material adverse impact
     on the Federal income taxation characterization of any
     outstanding Series of Investor Certificates or the Feder-
     al income taxation of any Investor Certificateholder or
     any Certificate Owner and (iii) each Rating Agency as-
     signing a rating for any class of Investor Certificates
     of any then outstanding Series shall confirm that such
     amendment shall not cause a reduction or withdrawal of
     the rating of any outstanding Series of Investor Certif-
     icates; provided, further that such amendment shall not
     reduce in any manner the amount of, or delay the timing
     of, distributions which are required to be made on any


                                A-11


<PAGE>
     Investor Certificate of such Series without the consent
     of the related Investor Certificateholder, change the
     definition of or the manner of calculating the interest
     of any Investor Certificateholder of such Series without
     the consent of the related Investor Certificateholder or
     reduce the aforesaid percentage required to consent to
     any such amendment, in each case without the consent of
     all such Investor Certificateholders.
     
               The Agreement and any Supplement may also be
     amended from time to time by the Servicer, the Transferor
     and the Trustee with the consent of the Holders of Inves-
     tor Certificates evidencing Undivided Interests aggregat-
     ing not less than 66-2/3% of the Invested Amount of all
     Series adversely affected, for the purpose of adding any
     provisions to or changing in any manner or eliminating
     any of the provisions of the Agreement or of modifying in
     any manner the rights of the Investor Certificateholders
     of any Series then issued and outstanding; provided,
     however, that no such amendment shall (i) reduce in any
     manner the amount of, or delay the timing of, distribu-
     tions which are required to be made on any Investor
     Certificate of such Series without the consent of the
     related Investor Certificateholder; (ii) change the
     definition of or the manner of calculating the Invested
     Amount, the Invested Percentage, the applicable available
     amount under any Enhancement or the Investor Default
     Amount of such Series without the consent of each related
     Investor Certificateholder; or (iii) reduce the aforesaid
     percentage required to consent to any such amendment, in
     each case without the consent of each related Investor
     Certificateholder.  Any amendment pursuant to this para-
     graph shall require that each Rating Agency rating the
     affected Series confirm that such amendment will not
     cause a reduction or withdrawal of the rating of the
     applicable Series.
     
               Upon surrender for registration of transfer of
     any Class A Certificate at the office of the Transfer
     Agent and Registrar, accompanied by a certification by
     the Certificateholder substantially in the form attached
     as Exhibit D to the Supplement and by a written instru-
     ment of transfer in the form approved by the Transferor
     and the Trustee, executed by the registered owner, in
     person or by such Certificateholder's attorney thereunto
     duly authorized in writing, and upon receipt of the
     written instructions required by Section 6.3(d) of the


                                A-12


<PAGE>
     Agreement such Class A Certificate shall be transferred
     upon the register, and the Transferor shall execute, and
     the Trustee shall authenticate and deliver, in the name
     of the designated transferees one or more new registered
     Class A Certificates of any authorized denominations and
     of a like aggregate principal amount and tenor.
     
               As provided in the Agreement and subject to
     certain limitations therein and herein set forth, Class A
     Certificates are exchangeable for new Class A Certifi-
     cates evidencing like aggregate fractional undivided
     interests, as requested by the Certificateholder surren-
     dering such Class A Certificates.
     
               No service charge may be imposed for any ex-
     change or registration of transfer but the Transfer Agent
     and Registrar may require payment of a sum sufficient to
     cover any tax or other governmental charge that may be
     imposed in connection therewith.
     
               Any of the preceding provisions concerning
     registration of transfer or exchange of the Class A Cer-
     tificates notwithstanding, the Trustee or the Transfer
     Agent and Registrar, as the case may be, shall not be
     required to register the transfer of or exchange any
     Class A Certificates for a period of 15 days preceding
     the due date for any payment with respect to the Class A
     Certificates.
     
               The Transferor, the Servicer, the Trustee, the
     Paying Agent and the Transfer Agent and Registrar and any
     agent of any of them, may treat the person in whose name
     this Class A Certificate is registered as the owner
     hereof for all purposes, and neither the Transferor, the
     Servicer nor the Trustee, the Paying Agent, the Transfer
     Agent and Registrar, nor any agent of any of them, shall
     be affected by notice to the contrary except in certain
     circumstances described in the Agreement.
     
               THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN
     ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITH-
     OUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
     OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
          SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                A-13


<PAGE>
                                             EXHIBIT B
     
                [FORM OF CLASS B CERTIFICATE]
                               
     REGISTERED                                $9,900,000
     
     No. B-1                                             
     
               THIS CLASS B CERTIFICATE (OR ITS PREDECESSOR)
     WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGIS-
     TRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 
     THIS CLASS B CERTIFICATE MAY NOT BE REOFFERED, RESOLD,
     PLEDGED OR OTHERWISE TRANSFERRED.
     
               EACH PURCHASER REPRESENTS AND WARRANTS FOR THE
     BENEFIT OF NORDSTROM NATIONAL CREDIT BANK AND THE TRUSTEE
     THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN
     (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
     INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT
     IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A
     PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL
     REVENUE CODE OF 1986, AS AMENDED, (III) A GOVERNMENTAL
     PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO
     ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
     EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA
     OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDER-
     LYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
     INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
     ASSETS" OF ANY SUCH PLAN (EXCLUDING FOR PURPOSES OF THIS
     CLAUSE (V), ANY ENTITY REGISTERED UNDER THE INVESTMENT
     COMPANY ACT OF 1940, AS AMENDED).
     
            NORDSTROM CREDIT CARD MASTER TRUST
     
         CLASS B 6.50% ASSET BACKED CERTIFICATE,
                      SERIES 1996-A
     
     Evidencing an undivided interest in a trust, the corpus
     of which consists primarily of receivables generated from
     time to time in a portfolio of VISA and MasterCard
     credit card accounts of


                                B-1


<PAGE>
     
              NORDSTROM NATIONAL CREDIT BANK
     
     (Not an interest in or obligation of Nordstrom National
            Credit Bank or any affiliate thereof)
                               
     This certifies that NORDSTROM CREDIT, INC. (the "Class B
     Certificateholder") is the registered owner of a frac-
     tional undivided interest in certain assets of a trust
     (the "Trust") created pursuant to the Master Pooling and
     Servicing Agreement, dated as of August 14, 1996 (as
     amended and supplemented from time to time, the "Agree-
     ment"), between Nordstrom National Credit Bank, a nation-
     al banking association, as Transferor and Servicer, and
     Norwest Bank Colorado, National Association, a national
     banking association, as trustee (the "Trustee"), as
     supplemented by the Series 1996-A Supplement, dated as of
     August 14, 1996 (as amended and supplemented from time to
     time, the "Series Supplement"), by and among the Trans-
     feror and Servicer, Nordstrom Credit, Inc. and the Trust-
     ee.  The corpus of the Trust consists of (i) receivables
     (the "Receivables") generated from time to time in a
     portfolio of revolving credit card accounts identified
     under the Agreement (the "Accounts"), (ii) all monies
     which are from time to time deposited in the Collection
     Account, the Excess Funding Account and any other ac-
     counts maintained for the benefit of Investor Certifi-
     cateholders and (iii) all other assets and interests con-
     stituting the Trust Property.  Although a summary of cer-
     tain provisions of the Agreement and the Series Supple-
     ment is set forth below and on the Summary of Terms and
     Conditions attached hereto and made a part hereof, this
     Class B Certificate does not purport to summarize the
     Agreement and the Series Supplement and reference is made
     to the Agreement and the Series Supplement for informa-
     tion with respect to the interests, rights, benefits,
     obligations, proceeds and duties evidenced hereby and the
     rights, duties and obligations of the Trustee.  A copy of
     the Agreement and the Series Supplement (without sched-
     ules) may be requested from the Trustee by writing to the
     Trustee at the Corporate Trust Office.  To the extent not
     defined herein, the capitalized terms used herein have
     the meanings ascribed to them in the Agreement or the
     Series Supplement, as applicable.
     
               This Class B Certificate is issued under and is
     subject to the terms, provisions and conditions of the
     Agreement and the Series Supplement, to which Agreement


                                B-2


<PAGE>

     and Series Supplement, each as amended and supplemented
     from time to time, the Class B Certificateholder by
     virtue of the acceptance hereof assents and is bound.
     
               It is the intent of the Transferor and the
     Investor Certificateholders that, for Federal, state and
     local income and franchise tax purposes only, the Inves-
     tor Certificates will qualify as indebtedness of the
     Transferor secured by the Receivables (unless otherwise
     specified in the related Supplement).  The Class B Cer-
     tificateholder, by the acceptance of this Class B Certif-
     icate, is deemed to agree to treat this Class B Certifi-
     cate for Federal, state and local income and franchise
     tax purposes as indebtedness of the Transferor (except to
     the extent that different treatment is explicitly re-
     quired under state or local tax statutes).
     
               Interest will accrue on the Class B Certifi-
     cates from the Closing Date through the last day of the
     Due Period preceding the September 1996 Distribution Date
     based on a 360-day year consisting of twelve 30-day
     months, and with respect to each Due Period thereafter,
     based on an assumed month of 30 days for the related Due
     Period and a year of 360 days, at a rate equal to 6.50%
     per annum (the "Class B Certificate Rate").  Interest on
     the Class B Certificates will be distributed on the
     twentieth day of each month, or, if such day is not a
     Business Day, on the next succeeding Business Day (each,
     an "Distribution Date"), commencing September 20, 1996.
     
               In general, payments of principal with respect
     to the Class B Certificates are limited to the Class B
     Invested Amount, which may be less than the unpaid prin-
     cipal balance of the Class B Certificates.  All principal
     of and interest on the Class B Certificates is due and
     payable no later than the August 2006 Distribution Date
     (the "Stated Series Termination Date"), but the Class B
     Certificates may be paid earlier or later under certain
     circumstances described in the Agreement and the Series
     Supplement.  Principal payments with respect to the Class
     B Certificates will not commence until the Class A Cer-
     tificates have been paid in full.
     
               Unless the certificate of authentication hereon
     has been executed by or on behalf of the Trustee, by
     manual signature, this Class B Certificate shall not be


                                B-3


<PAGE>
     entitled to any benefit under the Agreement or the Series
     Supplement or be valid for any purpose.


                                B-4


<PAGE>
          IN WITNESS WHEREOF, the Transferor has caused
     this Class B Certificate to be duly executed.
     
                              NORDSTROM NATIONAL CREDIT
                                   BANK
     
     
     
                              By:                        
                                  Name:
                                  Title:
     
     
          Dated:  August 14, 1996 


                                B-5


<PAGE>
     
         TRUSTEE'S CERTIFICATE OF AUTHENTICATION
     
     This is one of the Class B Certificates described in the
     within-mentioned Agreement and Series Supplement.
     
     
     NORWEST BANK COLORADO, NATIONAL ASSOCIATION,
     as Trustee,
     
     
     By: ______________________
          Authorized Officer
     
     
     or
     
     
     By:
          as Authenticating Agent
          for the Trustee,
     
     
     By: ________________________
                         Authorized Officer


                                B-6


<PAGE>
            NORDSTROM CREDIT CARD MASTER TRUST
     
         CLASS B 6.50% ASSET BACKED CERTIFICATES,
                      SERIES 1996-A
     
             Summary of Terms and Conditions
     
     
               The Receivables consist generally of Principal
     Receivables and Finance Charge Receivables.  This Class B
     Certificate is one of a Series of Certificates entitled
     Nordstrom Credit Card Master Trust, Series 1996-A Certif-
     icates (the "Series 1996-A Certificates"), and one of a
     class thereof entitled Class B 6.50% Asset Backed Cer-
     tificates, Series 1996-A (the "Class B Certificates"),
     each of which represents a fractional undivided interest
     in certain assets of the Trust.  The Trust Property is
     allocated in part to the Investor Certificateholders of
     all outstanding Series (the "Certificateholders' Inter-
     est") and the interests, if any, of any Enhancement
     Providers, with the remainder allocated to the Transfer-
     or.  The aggregate interest represented by the Class B
     Certificates at any time in the Principal Receivables in
     the Trust shall not exceed an amount equal to the Class B
     Invested Amount at such time.  The Class B Initial In-
     vested Amount is $9,900,000.  The Class B Invested Amount
     on any date will be an amount equal to (a) the Class B
     Initial Invested Amount (plus the aggregate initial
     principal amount of any Additional Class B Certificates
     issued pursuant to Section 4.11(a) of the Agreement,
     minus (b) the aggregate amount of principal payments made
     to the Class B Certificateholders prior to such date,
     minus (c) the aggregate amount of Class B Investor Charge
     Offs for all prior Distribution Dates, minus (d) the
     amount of Reallocated Class B Principal Collections
     allocated to certain shortfalls in respect of the Class A
     Certificates on all prior Distribution Dates pursuant to
     the Agreement, minus (e) an amount equal to the amount by
     which the Class B Invested Amount has been reduced on all
     prior Distribution Dates in respect of the Class A Inves-
     tor Default Amount pursuant to Section 4.6(a) of the
     Agreement, plus (f) the aggregate amount by which reduc-
     tions in the Class B Invested Amount pursuant to the
     foregoing clauses (c), (d) and (e) have been reimbursed
     pursuant to Section 4.5(a)(xi) of the Agreement prior to
     such date; provided, however, that the Class B Invested
     Amount may not be reduced below zero.  In addition, a


                                B-7


<PAGE>
     class of the Series 1996-A Certificates entitled Class A
     Variable Funding Certificates, Series 1996-A (the "Class
     A Certificates") will be issued pursuant to the Agreement
     and the Series Supplement.  Also, an Exchangeable Trans-
     feror Certificate has been issued to Nordstrom National
     Credit Bank pursuant to the Agreement which represents
     the Transferor Interest.
     
               Subject to the terms and conditions of the
     Agreement, the Transferor may from time to time direct
     the Trustee, on behalf of the Trust, to issue one or more
     new Series of Investor Certificates, which will represent
     fractional undivided interests in certain Trust Property.
     
               On each Distribution Date, the Paying Agent
     shall distribute to each Class B Certificateholder of
     record on the last day of the preceding calendar month
     (each a "Record Date") such Class B Certificateholder's
     pro rata share of such amounts as are payable to the
     Class B Certificateholders pursuant to the Agreement and
     the Series Supplement.  Distributions with respect to
     this Class B Certificate will be made by the Paying Agent
     by check mailed to the address of the Class B Certifi-
     cateholder of record appearing in the Certificate Regis-
     ter or by wire transfer of immediately available funds to
     such Certificateholder's account so long as the Paying
     Agent was notified of such account at least five Business
     Days prior to the related Distribution Date, in each case
     without the presentation or surrender of this Class B
     Certificate or the making of any notation thereon (except
     for the final distribution in respect of this Class B
     Certificate).  Final payment of this Class B Certificate
     will be made only upon presentation and surrender of this
     Class B Certificate at the office or agency specified in
     the notice of final distribution delivered (or published)
     by the Trustee in accordance with the Agreement and the
     Series Supplement.
     
               On any Distribution Date occurring on or after
     the day on which the Invested Amount is reduced to 5% or
     less of the Initial Invested Amount of the Series 1996-A
     Certificates of $196,500,000, the Series 1996-A Certifi-
     cates are subject to retransfer to the Transferor.  The
     retransfer price will be equal to the Invested Amount of
     the Series 1996-A Certificates plus accrued but unpaid
     interest thereon.
     

                                B-8


<PAGE>
               Subject to certain conditions in the Agreement,
     if the Invested Amount of the Series 1996-A Certificates
     is greater than zero on the Stated Series Termination
     Date, the Trustee shall sell or cause to be sold an
     amount of Receivables (or interests therein) up to 110%
     of the Invested Amount at the close of business on such
     date, but not more than the total amount of Receivables
     allocable to the Series 1996-A Certificates pursuant to
     the Agreement, and apply the proceeds of such sale as
     provided in the Agreement and the Series Supplement.
     
               This Class B Certificate does not represent an
     obligation of, or an interest in, the Transferor, the
     Servicer or any affiliate of any of them and is not
     insured or guaranteed by the Federal Deposit Insurance
     Corporation or any other governmental agency or instru-
     mentality.
     
               This Class B Certificate is limited in right of
     payment to certain Collections with respect to the Re-
     ceivables (and certain other amounts) and is subordinated
     to the Class A Certificates, all as more specifically set
     forth hereinabove and in the Agreement and the Series
     Supplement.
     
               The Agreement and any Supplement may be amended
     from time to time by the Servicer, the Transferor and the
     Trustee, without the consent of any of the Investor
     Certificateholders, to cure any ambiguity, to correct or
     supplement any provisions therein which may be inconsis-
     tent with any other provisions therein or to add any
     other provisions with respect to matters or questions
     raised under the Agreement which shall not be inconsis-
     tent with the provisions of the Agreement; provided,
     however, that such action shall not adversely affect in
     any material respect the interests of any of the Investor
     Certificateholders.  Additionally, the Agreement and any
     Supplement may be amended from time to time by the
     Servicer, the Transferor and the Trustee, without the
     consent of any of the Investor Certificateholders, to add
     to or change any of the provisions of the Agreement to
     enable Bearer Certificates to be issued in conformity
     with the Bearer Rules, to provide that Bearer Certifi-
     cates may be registrable as to principal, to change or
     eliminate any restrictions on the payment of principal
     (or premium, if any) or any interest on Bearer Certifi-
     cates to comply with the Bearer Rules, to permit Bearer


                                B-9


<PAGE>
     Certificates to be issued in exchange for Registered
     Certificates (if then permitted by the Bearer Rules), to
     permit Bearer Certificates to be issued in exchange for
     Bearer Certificates of other authorized denominations or
     to permit the issuance of Investor Certificates in
     uncertificated form, provided any such action shall not
     adversely affect the interest of the Holders of Bearer
     Certificates of any Series or any related Coupons in any
     material respect unless such amendment is necessary to
     comply with the Bearer Rules.
     
               The Agreement and any Supplement may also be
     amended from time to time by the Servicer, the Transferor
     and the Trustee, without the consent of any of the Inves-
     tor Certificateholders, for the purpose of adding any
     provisions to or changing in any manner or eliminating
     any of the provisions of the Agreement, or of modifying
     in any manner the rights of the Holders of Investor
     Certificates; provided that (i) the Servicer shall have
     provided an Opinion of Counsel to the Trustee to the
     effect that such amendment will not materially and ad-
     versely affect the interests of the Investor Certificate-
     holders of any outstanding Series, which Opinion of
     Counsel may rely solely on the rating confirmation re-
     ferred to in clause (iii) below (or 100% of the class of
     Certificateholders so affected have consented), (ii) such
     amendment shall not, as evidenced by an Opinion of Coun-
     sel, cause any outstanding Series to fail to qualify as
     debt for Federal income tax purposes, cause the Trust to
     be characterized for Federal income tax purposes as an
     association or a publicly traded partnership taxable as a
     corporation or otherwise have any material adverse impact
     on the Federal income taxation characterization of any
     outstanding Series of Investor Certificates or the Feder-
     al income taxation of any Investor Certificateholder or
     any Certificate Owner and (iii) each Rating Agency as-
     signing a rating for any class of Investor Certificates
     of any then outstanding Series shall confirm that such
     amendment shall not cause a reduction or withdrawal of
     the rating of any outstanding Series of Investor Certif-
     icates; provided, further that such amendment shall not
     reduce in any manner the amount of, or delay the timing
     of, distributions which are required to be made on any
     Investor Certificate of such Series without the consent
     of the related Investor Certificateholder, change the
     definition of or the manner of calculating the interest
     of any Investor Certificateholder of such Series without


                                B-10


<PAGE>
     the consent of the related Investor Certificateholder or
     reduce the aforesaid percentage required to consent to
     any such amendment, in each case without the consent of
     all such Investor Certificateholders.
     
               The Agreement and any Supplement may also be
     amended from time to time by the Servicer, the Transferor
     and the Trustee with the consent of the Holders of Inves-
     tor Certificates evidencing Undivided Interests aggregat-
     ing not less than 66-2/3% of the Invested Amount of all
     Series adversely affected, for the purpose of adding any
     provisions to or changing in any manner or eliminating
     any of the provisions of the Agreement or of modifying in
     any manner the rights of the Investor Certificateholders
     of any Series then issued and outstanding; provided,
     however, that no such amendment shall (i) reduce in any
     manner the amount of, or delay the timing of, distribu-
     tions which are required to be made on any Investor
     Certificate of such Series without the consent of the
     related Investor Certificateholder; (ii) change the
     definition of or the manner of calculating the Invested
     Amount, the Invested Percentage, the applicable available
     amount under any Enhancement or the Investor Default
     Amount of such Series without the consent of each related
     Investor Certificateholder; or (iii) reduce the aforesaid
     percentage required to consent to any such amendment, in
     each case without the consent of each related Investor
     Certificateholder.  Any amendment pursuant to this para-
     graph shall require that each Rating Agency rating the
     affected Series confirm that such amendment will not
     cause a reduction or withdrawal of the rating of the
     applicable Series.
     
               The Class B Certificates are issuable only in
     minimum denominations of $1,000 and integral multiples of
     $1,000.  The transfer of this Class B Certificate is
     prohibited.
     
               The Transferor, the Servicer, the Trustee, the
     Paying Agent and the Transfer Agent and Registrar and any
     agent of any of them, may treat the person in whose name
     this Class B Certificate is registered as the owner
     hereof for all purposes, and neither the Transferor, the
     Servicer nor the Trustee, the Paying Agent, the Transfer
     Agent and Registrar, nor any agent of any of them, shall
     be affected by notice to the contrary except in certain
     circumstances described in the Agreement.
     

                                B-11


<PAGE>
               THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN
     ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITH-
     OUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
     OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
          SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
                                                EXHIBIT C
     
     
                                B-12


<PAGE>
     [FORM OF MONTHLY CERTIFICATEHOLDER'S STATEMENT]


                                C-1





<PAGE>
Nordstrom National Credit Bank
Servicer's Certificate
For the monthly Due Period ending:                     August 31. 1996

The undersigned a duly authorized representative of Nordstrom National 
Credit Bank("NNCB") as Servicer pursuant to the Transfer and 
Administration Agreement dated as of August 14, 1996, between NNCB and 
Enterprise Funding corporations ("EFC"),as such agreement may be amended 
(the "Agreement"), does hereby certify as follows:
I.    this Servicer's Certificate is delivered pursuant to Section 
3.4(c) of the Agreement;
II.   capitalized terms used in this Servicer's Certificate have their 
respective meanings as set forth in the Agreement, and all compilations 
and calculations contained herein are done in accordance with the 
Agreement;
III.  the information presented herein was obtained or derived from the 
books and accounting  records of NNCB and is accurate in all material 
respects; and
IV.   no Termination Event or Potential Termination Event exists.

A     Due Period                                           Aug-96
B     Determination Date                                 Sep-9-96
C.    Transfer Date                                     Sep-14-96
D     Distribution Date                                 Sep-15-96
E.    Rapid Amortization Period                                NO
F     Early Amortization Period                                NO

<TABLE>
<CAPTION>
<S>                                                                                      <C>
Receivables Portfolio (as of end of Due Period unless otherwise stated)                
1     Outstanding Balance of Principal Receivables                                       1
2     Outstanding Balance of Finance Charge Receivables                                  2
3     Current aggregate Receivables (principal and finance charges) (line 1+2)            
      Excluded Receivables                                                               3
4     Receivables from non-U.S. Obligors                                                 4
5.    0.50% of aggregate Receivables                                                     5
6     Receivables from non-U.S. Obligors greater than 0.50% of total aggregate
      Receivables (line 4-line 5)                                                         6
7     Total Excluded Receivables Balance (line 6)                                        7

Master Trust Receivables Reconciliation
8     Principal Receivables as of beginning of Due Period                                8
9     Finance Charge Receivables as of beginning of Due Period                           9
10    Total Receivables as of beginning of Due Period (line 8+line 9)                    10

11    Principal Receivables removed during Due Period                                    11
12    Finance Charge Receivables as of beginning of Due Period                           12
13    Receivables during Due Period (line 11+line 12)                                    13

14    Principal Receivables with respect to Additional Accounts during Due Period        14
15    Finance Charge Receivables with respect to Additional Accounts during Due Period   15
16    Receivables with respect to Additional Accounts during Due Period
     (line 14+line 15)                                                                   16
17    Principal Receivables created during Due Period                                    17
18    Finance Charge Receivables created during Due Period                               18
19    Receivables billed during Due Period (line 17+line 18)                             19

20    Collections of Principal Receivables                                               20
21    Collections of Finance Charge Receivables                                          21
22    Total Collections (line 20+line 21)                                                22

23    Default Amount for the Due Period                                                  23

24    Adjustment Amount for the Due Period                                               24

25    Ending Principal Receivables (line 8-line11+line 14+line 17-line 20
      +line 23+line 24)                                                                  25
26    Ending Finance Charge Receivables (line 9-line 12+line 15+line 18-line 21)         26
27    Ending Receivables (line 25+line 26)                                               27

28    Beginning excess Funding Account balance                                           28
29    Deposits to Excess Funding Account                                                 29
30    Withdrawals from Excess Funding Account                                            30
31    Ending Excess Funding Account Balance (line 28+line 29-line 30)                    31
32    Collections of Finance Charge Receivables allocable to Interchange                 32

33    Principals Receivables as of the last day of the Revolving Period 
     (if line E or line F=Yes)                                                           33

Delinquent Receivables
34    30-59 Days Delinquent                                                              34
35    60-89 Days Delinquent                                                              35
36    90-119 Days Delinquent                                                             36
37    120+ Days Delinquent                                                               37

Calculation of the Net Investment
38    Net Investment as of beginning of Due Period                                       38
39    Additional Invested Amounts made during the Due Period                              39
40    Principal paid in reduction of the Net Investment (not including principal
      paid during an Amortization Period)                                                40
41    Class A Investor Charge-Offs reimbursed pursuant to Section 4.5(a) of the
      Agreement (line 77)                                                                41
42    Class A Monthly Principal used to reduce the Net Investment during an
      Amortization Period                                                                42
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                      <C>
43    Class A Investor Charge-Offs                                                       43
44    Net Investment as of the last day of this Due Period (line 38+line 39-line 40
      +line 41-line 42-line 43)                                                          44
45    Maximum Net Investment                                                             45
46    Average daily Net Investment for the Due Period                                    46

47    Class B Invested Amount as of the beginning of the Due Period                      47
48    Additional Class B Invested Amounts made during the Due Period                     48
49    Class B Investor Charge-Offs reimbursed pursuant to Section 4.5 
     (a) of the agreement (line 83)                                                      49
50    Principal paid in reduction of Class B Invested amount (not including
      principal paid during an Amortization Event)                                       50
51    Reallocated Class B Principal Collections (line 86)                                51
52    Any reimbursement made to the Class B Invested Amount pursuant to     
      Section 4.5(a)(xii)                                                                52
53    Reductions to the Class B Invested Amount pursuant to Section 4.6 (a)(line 87)     53
54    Class B Monthly Principal used to reduce the Net Investment during an
      Amortization Period                                                                54
55    Class B Investor Charge-Offs                                                       55
56    Class B Invested amount (line 47+line 48+line 49-line 50-line 51+line 52
      -line 54-line 53-line 55)                                                          56

57    Series Floating Allocation Percentage ((line 38+line 47)/(line 8+line 28))         57
58    Class A Floating Allocation Percentage (line 38/(line 8+line 28))                  58
59    Class B Floating Allocation Percentage (line 47/(line 8+line 28))                  59
60    Series Fixed/Floating Allocation Percentage ((line 38+line 47)/(Line 28+line 33))  60
61    Class A Fixed/Floating Allocation Percentage (line 38/(line 28+line 33))           61
62    Class B fixed/Floating Allocation Percentage (line 47/line(28+line 33))            62

Series Collections Distributions
63    Class A Monthly Principal (line 20*line 58)                                        63
      (if line E or F=Yes, then multiply by line 61 rather than line 58)                 
64    Class A allocation of Finance Charge Collections (line 21*line 58)                 64
      (if line F=Yes, then multiply by line 61 rather than line 58)                      
65    Class A allocation of Defaulted Receivables (line 23*line 58)                      65
66    Class B Monthly Principal (line 20*line 59)                                        
      (if line E or F=Yes, then multiply by line 62 rather than line 59)                 66 
67    Class B allocation of Finance Charge Collections (line 21*line 59)                 67
      (if line F=Yes, then multiply by line 62 rather than line 59)                      
68    Class B allocation of Defaulted Receivables (line 23*line 59)                      68

Allocation of Finance Charge Collections for the Due Period              
69    Total Allocation Percentage of Finance Charge Collections (line 57*
      (line 32+line 21))                                                                 69
      (if line F=Yes, then multiply by line 60 rather than line 57)                      
70    Servicer Advances for the related Due Period                                       70
71    Class A Monthly Interest for the Due Period                                        71
72    Class A Monthly Interest due but not paid on a prior Distribution Date             72
73    Servicing Fees to any successor Servicer                                           73
74    Remaining Finance Charge Collections (line 69-line 70-line 71-line 72-line 73)     74

75    Class A Investor Default Amounts (line 65)                                         75
76    Class A Floating Allocation Percentage of any Adjustment Payment which
      the Transferor fails to make                                                       76
77    Repayment of any Class A charge-Offs                                               77
78    Any Servicing Fee related to the Servicer ((line 44+line 56)*2%/12)                78
79    Class B Monthly Interest                                                           79
80    Class B Monthly Interest due but not paid on a prior Distribution Date             80
81    Class B Investor Default Amounts (line 68)                                         81
82    Class B Floating Allocation Percentage of any Adjustment Payment which
      the Transferor fails to make                                                       82
83    Repayment of any Class B Charge-offs                                               83
84    Amount to be treated as Excess Finance Charge Collections, if any
     (line 74-the sum of lines 75 through line 83)                                       84

85    Class A Finance Charge allocation shortfall, if any                                85
      (line 74-line 75-line76, if line74 is less than zero, then line 75+line 76)

86    Class B Reallocated Principal Collections (if line 85 is greater than zero,
      the lesser of line 85 or line 66)                                                 86

87    Class B Invested Amount reduction (if line 85-line 86 is greater than zero,
      the lesser of line 85-line 86 or line 47+line 48+line 49-line 50-line 51
      +line 52)                                                                        87

88    NCI recourse (if line 85-line 86-line 87 is greater than zero, then 
      line 85-line 86-line 87)                                                         88

Portfolio Ratio Compliance
89    Class B Percentage (line 56/(line 56+line 44))                                   89
90    Class B Percentage greater than or equal to either (i)5% of the Invested
      Amount or (ii)3% of the Maximum Net Investment?                                  90

91    Ending Transferor Amount (including Excess Funding Account balance)
      (line 25+line 31-line 44-line 56)                                                91
92    Excluded Receivables (line 7)                                                    92
93    Transferor Amount less Excluded Receivables (line 91-line 92)                    93
94    Transferor Amount (less Excluded Receivables) Percentage (line 93/line 27)       94
95    Transferor Amount (less Excluded Receivables) Percentage greater than or   
      equal to 2%?                                                                     95
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                    <C>
96    Allocation Percentage of Finance Charge Receivables                            
      Receivables)(line 57*(line 21+line 32))(if line F=Yes, then multiply by
      line 60 rather than line 57)                                                     96
97    Monthly Interest                                                                 97
98    Allocation Percentage of Defaulted Receivables (line 57*(line 23))               98
99    Allocation Percentage of the Servicing Fee (line 57 times line 78 or
      if a successor Servicer, then line 73)                                           99

100   Net Portfolio Yield ((line 96-line 97-line 98-line 99)/line 46)                 100
     (a) 2 mos. prior   0.34%
     (b) 1 mos. prior   0.90%
101   3 month average of the Net Portfolio Yield ((line 100(a)
      +line 100(b)+line 100(c))/3)                                                  101
102   3 month average of the Net Portfolio Yield>or=0.00%                             102

103   Total number of Active Accounts                                                 103
104   Average FICO credit score for Additional Accounts added during the Due Period   104
105   Average FICO credit score for the Accounts in the Trust as of the end of the
      Due Period                                                                      105
106   Current long and short term ratings of Nordstrom Credit, Inc.                   106
                                       
</TABLE>

IN WITNESS WHEREOF, the undersigned has duly executed this certificate 
this    day of
             ,19   .
Nordstrom National Credit Bank
as Servicer

By:
   -------------------------
Name:
     -----------------------
Title:
      ----------------------



<PAGE>
          
                                                EXHIBIT D
     
              [FORM OF TRANSFER CERTIFICATION]
                               
                                             [DATE]
     
     
     Nordstrom National Credit Bank
     13531 East Caley Avenue
     Englewood, Colorado  80111
     
     Norwest Bank Colorado, National Association
     1740 Broadway
     Denver, Colorado  80274-8693
     Attention: Corporate Trust and Escrow Services
     
     Re:  Class A Variable Funding Certificates, Series 1996-A
     
     Ladies and Gentlemen:
     
          In connection with our proposed purchase of
     $------- in principal amount of Nordstrom Credit Card
     Master Trust, Class A Variable Funding Certificates,
     Series 1996-A (the "Class A Certificates"), we confirm
     that:
     
          1.   We agree to be bound by the restrictions and
     conditions set forth in the Master Pooling and Servicing
     Agreement, dated as of August 14, 1996 (the "Master
     Pooling and Servicing Agreement"), between Nordstrom Na-
     tional Credit Bank, as transferor and servicer, and
     Norwest Bank Colorado, National Association, as trustee
     (the "Trustee"), as supplemented by the Series 1996-A
     Supplement dated as of August 14, 1996 (the "Series 1996-A 
     Supplement" and together with the Master Pooling and
     Servicing Agreement, the "Pooling and Servicing Agree-
     ment"), by and among Nordstrom National Credit Bank, as
     transferor and servicer, Nordstrom Credit, Inc. and the
     Trustee, relating to the Class A Certificates and agree
     to be bound by, and not reoffer, resell, pledge or other-
     wise transfer (any such act, a "Transfer") the Class A
     Certificates except in compliance with, such restrictions
     and conditions including but not limited to those in
     Section 12 of the Series 1996-A Supplement.
     
          2.   We understand that the Class A Certificates
     have not been and will not be registered under the Secu-


                                D-1


<PAGE>
     rities Act of 1933, as amended (the "Securities Act") or
     any state securities law and agree that the Class A
     Certificates may be reoffered, resold, pledged or other-
     wise transferred only in compliance with the Securities
     Act and other applicable laws and only (i) to the Trans-
     feror, (ii) to a limited number of institutional "accred-
     ited investors" (as defined in Rule 501(a)(1), (2), (3)
     or (7) under the Securities Act) and in a transaction
     exempt from the registration requirements of the Securi-
     ties Act (upon delivery of the documentation required by
     the Pooling and Servicing Agreement and, if the Trustee
     so requires, an opinion of counsel satisfactory to the
     Trustee) or (iii) pursuant to Rule 144A under the Securi-
     ties Act to a person that we reasonably believe is a
     qualified institutional buyer within the meaning of Rule
     144A ("QIB") purchasing for its own account or a QIB
     purchasing for the account of a QIB, whom we have in-
     formed, in each case, that the reoffer, resale, pledge or
     other transfer is being made in reliance on Rule 144A.
     
          3.  We have neither acquired nor will we Transfer
     any Class A Certificate we acquire (or any interest
     therein) or cause any Class A Certificate (or any inter-
     est therein) to be marketed on or through (i) an "estab-
     lished securities market" within the meaning of Section
     7704(b)(1) of the Internal Revenue Code of 1986, as
     amended (the "Code") and any treasury regulation thereun-
     der, including, without limitation, an over-the-counter-market
     or an interdealer quotation system that regularly
     disseminates firm buy or sell quotations or (ii) a "sec-
     ondary market" within the meaning of Section 7704(b)(2)
     of the Code and any treasury regulation thereunder, in-
     cluding a market wherein interests in the Class A Certif-
     icates are regularly quoted by any Person making a market
     in such interests and a market wherein any person regu-
     larly makes available bid or offer quotes with respect to
     interests in the Class A Certificates and stands ready to
     effect buy or sell transactions at the quoted prices for
     itself or on behalf of others. 
     
          4.   We are not and will not become a partnership,
     Subchapter S corporation or grantor trust for United
     States federal income tax purposes.  [If this representa-
     tion cannot be made, the Transferor, the Servicer or the
     Trustee may require additional representations.]
     
          5.   We are a person who is either (A)(i) a citizen


                                D-2


<PAGE>
     or resident of the United States, (ii) a corporation or
     other entity organized in or under the laws of the United
     States or any political subdivision thereof or (iii) a
     person not described in (i) or (ii) whose ownership of
     the Class A Certificates is effectively connected with a
     such person's conduct of a trade or business within the
     United States (within the meaning of the Code) and our
     ownership of any interest in a Class A Certificate will
     not result in any withholding obligation with respect to
     any payments with respect to the Class A Certificates by
     any person or (B) an estate or trust the income of which
     is includible in gross income for United States federal
     income tax purposes.  We agree that if we are a person
     described in clause (A)(iii) above, we will furnish to
     the person from whom we are acquiring a Class A Certif-
     icate, the Servicer and the Trustee, a properly executed
     U.S. Internal Revenue Service Form 4224 and a new Form
     4224, or any successor applicable form, upon the expira-
     tion or obsolescence of any previously delivered form
     (and such other certifications, representations or opin-
     ions of counsel as may be requested by the Transferor,
     the Servicer or the Trustee).  We recognize that if we
     are a tax-exempt entity, payments with respect to the
     Class A Certificates may constitute unrelated business
     taxable income.
     
          6.   We understand that no subsequent Transfer of a
     Class A Certificate is permitted unless (i) such Transfer
     is of a Class A Certificate with a denomination of at
     least $1,000,000 and (ii) the Transferor and the Servicer
     each consent in writing to the proposed Transfer, which
     consent shall be granted unless either the Transferor or
     the Servicer determines in its sole and absolute discre-
     tion that such Transfer would create a risk that the
     Trust would be classified for federal or any applicable
     state tax purposes as an association or a publicly traded
     partnership taxable as a corporation; provided, that any
     attempted Transfer that would cause the number of Target-
     ed Holders (as defined in the Series 1996-A Supplement)
     to exceed one hundred shall be void; and provided, fur-
     ther, that there shall not at any time be more than 10
     Class A Certificateholders or such other number as may be
     consented to by the Transferor which consent may be
     withheld in its sole and absolute discretion.
     
          7.  We are [an institutional "accredited investor"
     (as defined in Rule 501(a)(1), (2), (3), or (7) of Regu-


                                D-3


<PAGE>
     lation D under the Securities Act) and have such knowl-
     edge and experience in financial and business matters as
     to be capable of evaluating the merits and risks of our
     investment in the Class A Certificates, and we and any
     account for which we are acting are each able to bear the
     economic risk of our or its investment] or [a "qualified
     institutional buyer" (as defined in Rule 144A under the
     Securities Act) purchasing for our own account or for the
     account of a "qualified institutional buyer"and we under-
     stand that the sale to us is being made in reliance on
     Rule 144A under the Securities Act].
     
          8.   We are acquiring each of the Class A Certifi-
     cates purchased by us for our own account or for a single
     account (each of which is an institutional "accredited
     investor") as to which we exercise sole investment dis-
     cretion.
     
          9.   We are not (i) an employee benefit plan (as de-
     fined in Section 3(3) of the Employee Retirement Income
     Security Act of 1974, as amended ("ERISA") that is sub-
     ject to the provisions of Title I of ERISA, (ii) a plan
     described in Section 4975(e)(1) of the Internal Revenue
     Code of 1986, as amended, (iii) a governmental plan, as
     defined in Section 3(32) of ERISA, subject to any feder-
     al, state or local law which is, to a material extent,
     similar to the provisions of Section 406 of ERISA or
     Section 4975 of the Code [(any of the plans described in
     clauses (i) through (ii), a "Plan")], (iv) an entity
     whose underlying assets include plan assets by reason of
     a plan's investment in the entity or (v) a person invest-
     ing "plan assets" of any such plan (excluding for pur-
     poses of this clause (v) any entity registered under the
     Investment Company Act of 1940, as amended). [The brack-
     eted language in clause (iii) need only be included if a
     purchaser cannot give both of the representations con-
     tained in clauses (iv) and (v).] [If the representations
     contained in either clause (iv) or clause (v) above
     cannot be given, a purchaser will be required to give the
     representations set forth in clauses (i) through (iii)
     above (including the bracketed language), the representa-
     tion in (iv) or (v) (whichever can be given) and also
     will be required to represent that it is either an entity
     specified in clause (iv) or (v) and that it understands
     that at no time may the aggregate percentage of the Class
     A Invested Amount Transferred to Plan Purchasers exceed
     25% of the Class A Invested Amount, such representation


                                D-4


<PAGE>
     to read substantially as follows, with the appropriate
     bracketed language deleted: "We are [an entity whose
     underlying assets include "plan assets" by reason of a
     Plan's investment in the entity][a person investing "plan
     assets" of any such Plan (excluding any entity registered
     under the Investment Company Act of 1940, as amended)]
     and we understand that at no time shall the aggregate
     percentage of the Class A Invested Amount Transferred to
     Plan Purchasers exceed 25% of the Class A Invested
     Amount."]
     
          10.  We understand that any purported Transfer of
     any Class A Certificate in contravention of the restric-
     tions and conditions in paragraphs 1 through 9 above
     (including any violation of the representation in para-
     graph 5 by an investor who continues to hold a Class A
     Certificate occurring any time after the Transfer in
     which it acquired such Class A Certificate) shall be null
     and void and the purported transferee shall not be recog-
     nized by the Trust or any other person as a Class A
     Certificateholder for any purpose. 
     
          11.  We further understand that, on any proposed re-
     sale, pledge or transfer of any Class A Certificates, we
     will be required to furnish to the Trustee and the Regis-
     trar, such certification and other information as the
     Trustee or the Registrar may reasonably require to con-
     firm that the proposed sale complies with the foregoing
     restrictions and with the restrictions and conditions of
     the Class A Certificates and the Pooling and Servicing
     Agreement pursuant to which the Class A Certificates were
     issued and we agree that if we determine to Transfer any
     Class A Certificate, we will cause our proposed transfer-
     ee to provide the Transferor, the Servicer and the Trust-
     ee with a letter substantially in the form of this let-
     ter.  We further understand that Class A Certificates
     purchased by us will bear a legend to the foregoing
     effect.
     
          You are entitled to rely upon this letter and are
     irrevocably authorized to produce this letter or a copy
     hereof to any interested party in any administrative or
     legal proceeding or official inquiry with respect to the
     matters covered hereby.
     
     
                              Very truly yours,
     


                                D-5


<PAGE>
                              [NAME OF TRANSFEREE]
     
     
                              By:________________________
                                 Name:
                                 Title:
     

                                D-6






<PAGE> 
                     TRANSFER AND ADMINISTRATION AGREEMENT  
  
  
                                  by and among  
  
  
                        NORDSTROM NATIONAL CREDIT BANK,  
  
  
                         ENTERPRISE FUNDING CORPORATION  
  
  
                                       and  
  
  
                                NATIONSBANK, N.A.  
  
  
  
  
  
  
                          Dated as of August 14, 1996  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

<PAGE> 
TABLE OF CONTENTS  

<TABLE>
<CAPTION> 
                                                               PAGE 
<S>                                                            <C> 
ARTICLE I  
DEFINITIONS  
  
SECTION 1.1   Definitions                                         1  
SECTION 1.2   Other Terms                                        10  
SECTION 1.3   Computation of Time Periods                        10  
  
  
ARTICLE II  
PURCHASE OF CERTIFICATES  
  
SECTION 2.1   Purchase                                           10  
SECTION 2.2   Increase of Invested Amount.                       11  
SECTION 2.3   Discount, Fees and Other Costs and Expenses        12  
SECTION 2.4   Fees                                               13  
SECTION 2.5   Sharing of Payments, Etc.                          13  
SECTION 2.6   Right of Setoff                                    14  
  
ARTICLE III  
REPRESENTAITONS, WARRANTIES AND COVENANTS  
  
SECTION 3.1   Representations and Warranties of the  
              Transferor                                         14  
SECTION 3.2   Reaffirmation of Representations and  
              Warranties by the Transferor                       18  
SECTION 3.3   Affirmative Covenants of the Transferor            18  
SECTION 3.4   Negative Covenants of the Transferor               23  
SECTION 3.5   Tax Treatment                                      26  
SECTION 3.6   Conditions Precedent                               26  
SECTION 3.7   Quarterly Certificate                              28  
SECTION 3.8   Periodic Notices and Reports                       29  
  
ARTICLE IV  
INDEMNIFICATION; EXPENSES; RELATED MATTERS  
  
SECTION 4.1   Indemnities by the Transferor                      29  
SECTION 4.2   Indemnity for Taxes, Reserves and Expenses         32  
SECTION 4.3   Taxes                                              36
  
SECTION 4.4   Other Costs, Expenses and Related Matters          37  
SECTION 4.5   Indemnification of the Company                     37  
</TABLE>
 
 
 
 
 
 
 
 
 
 

<PAGE>

<TABLE>
<CAPTION> 
                                                               PAGE
<S>                                                            <C> 
 
ARTICLE V  
THE AGENT; BANK COMMITMENT  
  
SECTION 5.1   Authorization and Action                           38  
SECTION 5.2   Agent's Reliance, Etc.                             39  
SECTION 5.3   Credit Decision                                    40  
SECTION 5.4   Indemnification of the Agent                       41  
SECTION 5.5   Successor Agent                                    41  
SECTION 5.6   Payments by the Agent                              42  
SECTION 5.7   Bank Commitment; Assignment to Bank Investors      42  
  
ARTICLE VI  
MISCELLANEOUS  
  
SECTION 6.1   Term of Agreement                                  47  
SECTION 6.2   Waivers; Amendments                                48  
SECTION 6.3   Notices, Etc.                                      48  
SECTION 6.4   Governing Law; Submission to Jurisdiction; 
              Integration                                        50  
SECTION 6.5   Severability; Counterparts                         51  
SECTION 6.6   Successors and Assigns                             51  
SECTION 6.7   Waiver of Confidentiality                          52  
SECTION 6.8   Confidentiality Agreement                          52  
SECTION 6.9   No Bankruptcy Petition Against the Company         52  
SECTION 6.10  No Recourse Against Stockholders, Officers  
              or Directors                                       52  
SECTION 6.11  Setoff                                             53  
SECTION 6.12  Further Assurances                                 53  
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

<PAGE> 
EXHIBITS 
 
 
 
EXHIBIT A  Form of Additional Investment Certificate 
 
EXHIBIT B  Form of Secretary's Certificate of the Bank 
 
 
EXHIBIT C  Form of Opinion of Lane, Powell, Spears, Lubersky, LLP, Special 
           Counsel to the Bank  
  
EXHIBIT D  Form of Opinion of Lane, Powell, Spears, Lubersky, LLP, Special 
           Counsel to the Bank  
  
EXHIBIT E  Form of Opinion of Davis, Graham & Stubbs, Special Counsel to the 
           Bank  
  
EXHIBIT G  Form of Assignment and Assumption Agreement  
  
EXHIBIT H  Defined Terms under the Financial Covenants  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

<PAGE> 
TRANSFER AND ADMINISTRATION AGREEMENT  
 
TRANSFER AND ADMINISTRATION AGREEMENT (this Agreement), dated as of August 
14, 1996, by and among NORDSTROM NATIONAL CREDIT BANK, a national banking 
association (together with its successors and assigns, the Transferor or the 
Bank), ENTERPRISE FUNDING CORPORATION, a Delaware corporation (together with 
its successors and assigns, the Company), and NATIONSBANK, N.A., a national 
banking association (NationsBank), as agent for the Company and the Bank 
Investors (in such capacity, the Agent) and as a Bank Investor.  
  
  
W I T N E S S E T H:  
 
WHEREAS, the Transferor may desire to convey, transfer and assign, from time 
to time, one or more certificates issued by the Nordstrom Credit Card Master 
Trust pursuant to a master pooling and servicing agreement (as supplemented by 
the below-mentioned Series Supplement, the Pooling and Servicing Agreement) 
dated as of August 14, 1996 between the Bank, as transferor and servicer, and 
Norwest Bank Colorado, National Association, as trustee (the Trustee) as 
supplemented by a Series 1996-A Supplement dated as of the date hereof (the 
Series Supplement) among the Bank, as transferor and servicer, Nordstrom 
Credit, Inc. and the Trustee;  
 
WHEREAS, the Company may desire to, and the Bank Investors, if requested, 
shall, accept such conveyance, transfer and assignment of such certificates on 
the terms and conditions set forth herein.  
  
NOW THEREFORE, the parties hereto hereby agree as follows:  
  
  
ARTICLE I 
  
  
DEFINITIONS  
  
 
Sections 1.1  Definitions.  All capitalized terms used herein shall have the 
meanings herein specified or as specified in the Pooling and Servicing 
Agreement or the Series Supplement, and shall include in the 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                     1 

<PAGE> 
singular number the plural and in the plural number the singular: 
 
Additional Class A Invested Amount shall have the meaning set forth in Section 
2.2(a) hereof.  
 
Additional Investment Certificate shall mean the certificate of the Bank in 
the form of Exhibit A hereto. 
 
Administrative Agent shall mean NationsBank, N.A., as administrative agent. 
 
Adverse Claim shall mean a lien, security interest, charge or encumbrance, or 
other right or claim in, of or on any Person's assets or properties in favor 
of any other Person (including any UCC financing statement or any similar 
instrument filed against such Person's assets or properties). 
 
Affected Assets shall mean, collectively, the Certificates and the Trust 
Property. 
 
Affiliate shall mean, with respect to any Person, any other Person directly or 
indirectly controlling, controlled by, or under direct or indirect common 
control with, such Person.  A Person shall be deemed to control another Person 
if the controlling Person possesses, directly or indirectly, the power to 
direct or cause the direction of the management or policies of the controlled 
Person, whether through ownership of voting stock, by contract or otherwise. 
 
Agent shall mean NationsBank, N.A., in its capacity as agent for the Company 
and the Bank Investors, and any successor thereto appointed pursuant to 
Article V.  
 
Aggregate Unpaids shall mean, at any time, an amount equal to the sum of (I) 
the aggregate accrued and unpaid Discount with respect to all Related 
Commercial Paper at such time and (ii) all other amounts owed (whether due or 
accrued) hereunder by the Transferor to the Company at such time. 
  
Agreement shall mean this Transfer and Administration Agreement, as it may 
from time to time be 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                     2 

<PAGE> 
amended, supplemented or otherwise modified in accordance with the terms 
hereof. 
 
Assignment shall mean an assignment pursuant to an Assignment and Assumption 
Agreement by which the Company or a Bank Investor may assign its interests in 
the Certificates, the Net Investment and the Trust Property pursuant to 
Section 5.7 hereof.  
 
Assignment Amount with respect to a Bank Investor shall mean at any time an 
amount equal to the lesser of (i) such Bank Investor's Pro Rata Share of the 
Net Investment at such time and (ii) such Bank Investor's unused Commitment.  
 
Assignment and Assumption Agreement shall mean an Assignment and Assumption 
Agreement substantially in the form of Exhibit G hereto. 
 
Bank shall mean Nordstrom National Credit Bank, a national banking 
association, and its permitted successors and assigns. 
 
Bank Investors shall mean NationsBank, N.A. and each other financial 
institution identified as such on the signature pages hereof and their 
respective successors and assigns. 
 
Benefit Plan shall mean any employee benefit plan as defined in Section 3(3) 
of ERISA in respect of which the Transferor or any ERISA Affiliate of the  
Transferor is, or at any time during the immediately preceding six years was, 
an "employer" as defined in Section 3(5) of ERISA. 
 
Business Day shall mean any day other than a Saturday, a Sunday and any day on 
which banking institutions in Denver, Colorado, New York, New York or 
Charlotte, North Carolina are authorized or required by law to close. 
 
Business Taxes shall mean any Federal, state or local income taxes or taxes 
measured by income, property taxes, excise taxes, franchise taxes or other 
similar taxes. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
                                     3 

<PAGE> 
Certificate shall mean the certificates issued by the Trust pursuant to the 
Series Supplement.  
  
Closing Date shall mean August 14, 1996.  
 
Code shall mean the Internal Revenue Code of 1986, as amended from time to 
time (including any successor statute), and the regulations promulgated and 
the rulings issued thereunder.  
 
Collateral Agent shall mean NationsBank, N.A., as collateral agent for any 
Liquidity Provider, any Credit Support Provider, the holders of Commercial 
Paper and certain other parties.  
 
Commercial Paper shall mean the promissory notes of the Company issued by the 
Company in the commercial paper market.   
 
Commitment shall mean for each Bank Investor, the commitment of such Bank 
Investor to make acquisitions from the Transferor or the Company in accordance 
herewith in an amount not to exceed the dollar amount set forth opposite such 
Bank Investor's signature on the signature page hereto under the heading 
Commitment.  
 
Commitment Termination Date shall mean August 13, 1997, or such later date to 
which the Commitment Termination Date may be extended by the Transferor, the 
Agent and the Bank Investors not later than 60 days prior to the then current 
Commitment Termination Date.  
 
Company shall mean Enterprise Funding Corporation, a Delaware corporation, and 
its successors and assigns.  
 
Credit Support Agreement shall mean the agreement between the Company and the 
Credit Support Provider evidencing the obligation of the Credit Support 
Provider to provide credit support to the Company in connection with the 
issuance by the Company of Commercial Paper.  
 
Credit Support Provider shall mean the Person or Persons who provides credit 
support to the Company in connection with the issuance by the Company of 
Commercial Paper. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                     4 

<PAGE> 
Dealer Fee shall mean the fee payable by the Transferor to the Collateral 
Agent pursuant to Section 2.3 hereof, the terms of which are set forth in the 
Fee Letter.  
 
Discount shall mean, with respect to any Due Period, the amount payable by the 
Transferor to the Agent pursuant to Section 2.3 hereof, the terms of which are 
set forth in the Fee Letter; provided, however, that no provision of this 
Agreement shall require the payment or permit the collection of Discount in 
excess of the maximum amount permitted by applicable law; and provided, 
further, that Discount shall not be considered paid by any distribution if at 
any time such distribution is rescinded or must be returned for any reason.  
 
Dollar, Dollars and the symbol $ shall mean the lawful currency of the United 
States of America.  
 
ERISA shall mean the Employee Retirement Income Security Act of 1974, as 
amended from time to time, and the regulations promulgated and the rulings 
issued thereunder.  
 
ERISA Affiliate shall mean, with respect to any Person, (i) any corporation 
which is a member of the same controlled group of corporations (within the 
meaning of Section 414(b) of the Code) as such Person; (ii) a trade or 
business (whether or not incorporated) under common control (within the 
meaning of Section 414(c) of the Code) with such Person; or (iii) a member of 
the same affiliated service group (within the meaning of Section 414(n) of the 
Code) as such Person, any corporation described in clause (i) above or any 
trade or business described in clause (ii) above. 
 
Excluded Taxes shall have the meaning set forth in Section 4.3 hereof. 
 
Facility Limit shall mean $200,000,000. 
 
Fee Letter shall mean that certain letter agreement, dated as of the Closing 
Date, between the Transferor and the Company with respect to the fees to be 
paid by the Transferor hereunder, as amended, modified or supplemented from 
time to time. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                     5 

<PAGE> 
GAAP shall mean generally accepted accounting principles set forth in the 
opinions and pronouncements of the Accounting Principles Board of the American 
Institute of Certified Public Accountants and statements and pronouncements of 
the Financial Accounting Standards Board or in such other statements by such 
accounting profession, which are in effect as of the date of this Agreement. 
 
Governmental Authority shall mean the United States of America, any state or 
other political subdivision thereof and any entity exercising executive, 
legislative, judicial, regulatory or administrative functions of or pertaining 
to government.  
 
Indemnified Amounts shall have the meaning set forth in Section 4.1 hereof. 
 
Indemnified Parties shall have the meaning set forth in Section 4.1 hereof. 
 
Law shall mean any law (including common law), constitution, statute, treaty, 
regulation, rule, ordinance, order, injunction, writ, decree or award of any 
Official Body. 
 
Liquidity Provider shall mean the Person or Persons who will provide liquidity 
support to the Company in connection with the issuance by the Company of 
Commercial Paper. 
 
Liquidity Provider Agreement shall mean the agreement between the Company and 
the Liquidity Provider evidencing the obligation of the Liquidity Provider to 
provide liquidity support to the Company in connection with the issuance by 
the Company of Commercial Paper. 
 
Majority Investors shall mean, at any time, the Agent and those Bank Investors 
which hold Commitments aggregating in excess of 66 and 2/3% of the Facility  
Limit as of such date.  
 
Merrill shall mean Merrill Lynch Money Markets Inc., a Delaware corporation.  
 
Minimum Transferor Interest shall mean 2%. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                     6 

<PAGE> 
Moody's shall mean Moody's Investors Service, Inc.  
 
Multiemployer Plan shall mean a multiemployer plan as defined in Section 
4001(a)(3) of ERISA which is or was at any time during the current year or the 
immediately preceding five years contributed to by the Transferor or any ERISA 
Affiliate of the Transferor on behalf of its employees.  
 
NationsBank shall mean NationsBank, N.A., a national banking association. 
  
Net Asset Test shall mean, with respect to any Assignment, that on the day 
immediately prior to the day on which such Assignment is to take effect, the 
determination that the Class A Invested Amount as of such day is not less than 
an amount equal to (a) the Class A Initial Invested Amount, plus (b) the 
aggregate principal amount of any Additional Class A Invested Amounts 
purchased pursuant to Section 2.2 hereof, minus (c) the aggregate amount of 
principal payments made to the Class A Certificateholders prior to such day.  
 
Net Investment shall mean with respect to any date of determination, the Class 
A Invested Amount on such date.  
 
Official Body shall mean any government or political subdivision or any 
agency, authority, bureau, central bank, commission, department or 
instrumentality of any such government or political subdivision, or any court, 
tribunal, grand jury or arbitrator, in each case whether foreign or domestic.  
 
Other Transferor shall mean any Person other than the Transferor that has 
entered into a receivables purchase agreement or transfer and administration 
agreement with the Company.  
 
PBGC shall mean the Pension Benefit Guaranty Corporation or any other entity 
succeeding to the functions currently performed by the Pension Benefit 
Guaranty Corporation.  
 
Person shall mean any corporation, limited liability company, natural person, 
firm, joint venture, 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                     7 

<PAGE> 
 partnership, trust, unincorporated organization, 
enterprise, government or any department or agency of any government. 
 
Pooling and Servicing Agreement shall have the meaning specified in the 
recitals hereto.  
 
Potential Termination Event shall mean an event which but for the lapse of 
time or the giving of notice, or both, would constitute a Termination Event. 
 
Pro Rata Share shall mean, for a Bank Investor, the Commitment of such Bank 
Investor divided by the sum of the Commitments of all Bank Investors.  
 
Records means all Account Agreements and other documents, books, records and 
other information (including, without limitation, computer programs, tapes, 
discs, punch cards, data processing software and related property and rights) 
maintained with respect to Receivables and the related Obligors. 
  
Reinvestment Termination Date shall mean the second Business Day after the 
delivery by the Company to the Transferor of written notice that the Company 
elects not to maintain its interest in the Net Investment. 
 
Related Commercial Paper shall mean Commercial Paper issued by the Company the 
proceeds of which were used to acquire, or refinance the acquisition of, an 
interest in the Certificates.  
 
Relevant UCC State shall mean the States of Colorado and New York. 
 
Requirements of Law for any Person shall mean the certificate of incorporation 
or articles of association and by-laws or other organizational or governing 
documents of such Person, and any law, treaty, rule or regulation, or 
determination of an arbitrator or Governmental Authority, in each case 
applicable to or binding upon such Person or to which such Person is subject, 
whether Federal, state or local (including, without limitation, usury laws, 
the Federal Truth in Lending Act and Regulation Z and Regulation B of the 
Board of Governors of the Federal Reserve System). 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                     8 

<PAGE> 
Section 4.2 Costs shall have the meaning set forth in Section 4.2 hereof. 
  
Series Supplement shall have the meaning specified in the recitals hereto. 
 
Standard & Poor's shall mean Standard & Poor's Ratings Services, a division of 
The McGraw-Hill Companies, Inc.  
 
Subsidiary of a Person shall mean any Person more than 50% of the outstanding 
voting interests of which shall at any time be owned or controlled, directly 
or indirectly, by such Person or by one or more Subsidiaries of such Person or 
any similar business organization which is so owned or controlled. 
 
Taxes shall have the meaning set forth in Section 4.3 hereof. 
 
Termination Date shall mean the earliest of (i) the Business Day designated by 
the Transferor to the Company as the Termination Date at any time following 60 
days' written notice to the Company, (ii) the date of termination of the 
commitment of the Liquidity Provider under the Liquidity Provider Agreement, 
(iii) the date of termination of the commitment of the Credit Support Provider 
under the Credit Support Agreement, (iv) the date on which a Termination Event 
is declared or automatically occurs pursuant to the Pooling and Servicing 
Agreement or the Series Supplement, (v) the Stated Series Termination Date, 
(vi) two Business Days prior to the Commitment Termination Date, (vii) the 
Reinvestment Termination Date, (viii) the Liquidity Provider or the Credit 
Support Provider shall have given notice that an event of default has occurred 
and is continuing under any of its respective agreements with the Company, 
(ix) the Commercial Paper issued by the Company shall not be rated at least 
A-2 by Standard & Poor's and at least P-2 by Moody's, or (x) the long term 
unsecured debt ratings assigned to Nordstrom Credit, Inc. shall not be at 
least BBB by Standard & Poor's and at least Baa2 by Moody's. 
 
Termination Event shall mean (i) an event specified in Section 10 of the 
Series Supplement or (ii) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                     9 

<PAGE> 
 an Early Amortization Event as specified in Section 
9.1 of the Pooling and Servicing Agreement. 
 
Transaction Costs shall have the meaning set forth in Section 4.4 hereof. 
 
Transaction Documents shall mean, collectively, this Agreement, the Pooling 
and Servicing Agreement, the Series Supplement, the Fee Letter, the 
Certificates and all of the other instruments, documents and other agreements 
executed and delivered by the Bank in connection with any of the foregoing, in 
each case, as the same may be amended, restated, supplemented or otherwise 
modified from time to time.  
 
Transferor shall mean Nordstrom National Credit Bank, a national banking 
association, and its successors and permitted assigns. 
 
Uniform Commercial Code or UCC shall mean the Uniform Commercial Code as 
adopted in the Relevant UCC State.  
 
Section 1.2  Other Terms.  All accounting terms not specifically defined 
herein shall be construed in accordance with GAAP.  All terms used in Article 
9 of the UCC in the State of New York, and not specifically defined herein, 
are used herein as defined in such Article 9.  
 
Section 1.3  Computation of Time Periods.  Unless otherwise stated in this 
Agreement, in the computation of a period of time from a specified date to a 
later specified date, the word from means from and including, the words to and 
until each means to but excluding, and the word within means from and 
excluding a specified date and to and including a later specified date.  
  
 
ARTICLE II 
 
  
PURCHASE OF CERTIFICATES  
  
 
Section 2.1  Purchase.  Upon the terms and subject to the conditions set forth 
herein, (x) the 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    10 

<PAGE> 
 Transferor may, at its option, convey, transfer and assign to 
the Company or the Bank Investors, as applicable, and (y) the Company may, at 
its option, or the Bank Investors shall, if so requested, accept such 
conveyance, transfer and assignment from the Transferor of, without recourse 
except as provided herein and in the other Transaction Documents, on the 
Closing Date, Certificates having an initial aggregate principal amount of 
$175,000,000.  Such Certificates shall accrue interest as described in the 
Pooling and Servicing Agreement from and including the Closing Date.  Such 
Certificates, if purchased by the Company, shall be delivered to and be 
registered in the name of "Enterprise Funding Corporation" and if purchased by 
the Bank Investors, shall be delivered to and be registered in the name of 
"NationsBank, N.A., as agent for the Bank Investors." 
  
Section 2.2  Increase of Invested Amount.  
 
(a)  Upon the terms and subject to the conditions set forth herein, (x) the 
Transferor may, at its option, from time to time prior to the occurrence of a 
Termination Event, upon delivery to the Company or the Agent, as applicable, 
of an Additional Investment Certificate (to be received by the Company or the 
Agent, as applicable, and the Administrative Agent not later than 12 noon, New 
York City time, on the second Business Day prior to the proposed increase in 
the Invested Amount), convey, transfer and assign to the Company or the Bank 
Investors, as applicable, and (y) the Company may, at its option, or the Bank 
Investors shall, if so requested, accept such conveyance, transfer and 
assignment from the Transferor, on any Distribution Date, or on the last 
Business Day of any month an additional undivided interest in the Trust in a 
specified amount (the "Additional Class A Invested Amount"); provided that (I) 
such Additional Class A Invested Amount shall not cause the Net Investment to 
exceed the Facility Limit, (ii) after giving effect to such Additional Class A 
Invested Amount, the Transferor Amount minus the Excluded Receivables Balance, 
each as of the Business Day immediately preceding the date of the Additional 
Investment Certificate and as reported in such Additional Investment 
Certificate, shall not be less than the Minimum Transferor Amount, (iii) after 
giving effect to such Additional Class A Invested Amount, the Class B Invested 
Amount as of the Business Day immediately preceding the date of the Addi- 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    11 

<PAGE> 
tional 
Investment Certificate and as reported in such Additional Investment 
Certificate, shall not be less than the Minimum Enhancement Amount and (iv) no 
Potential Termination Event or Termination Event shall have occurred.  The 
Company or the Bank Investors, as the case may be, shall acquire such 
additional interest in consideration of the Company's or the Bank Investors', 
as the case may be, payment of the Additional Class A Invested Amount, and the 
Invested Amount shall be increased to be equal to the Invested Amount 
immediately prior to such acquisition plus the Additional Class A Invested 
Amount so acquired.  Any such Additional Class A Invested Amount shall be in 
the amount of $5,000,000 or integral multiples of $1,000,000 in excess 
thereof.  
 
(b)  In the event the Transferor requests the Company or the Bank Investors to 
make any such acquisition of additional interests in the Trust, the Transferor 
shall indemnify the Company and each Bank Investor against any loss or expense 
incurred by the Company or any Bank Investor, either directly or indirectly 
(including, in the case of the Company, through the Liquidity Provider 
Agreement), as a result of any failure by the Transferor to complete any such 
acquisition of an Additional Class A Invested Amount including, without 
limitation, any loss (including loss of anticipated profits) or expense 
incurred by the Company or any Bank Investor, either directly or indirectly 
(including, in the case of the Company, pursuant to the Liquidity Provider 
Agreement), by reason of the liquidation or reemployment of funds acquired by 
the Company (or the Liquidity Provider) or any Bank Investor (including, 
without limitation, funds obtained by issuing commercial paper or promissory 
notes or obtaining deposits as loans from third parties) for the Company to 
fund such acquisition of an Additional Class A Invested Amount. 
 
Section 2.3  Discount, Fees and Other Costs and Expenses. The Transferor shall 
pay, as and when due in accordance with this Agreement, all fees hereunder, 
Discount (including Discount due the Company or any Bank Investor), all 
amounts payable pursuant to Article IV hereof, if any, and the Servicing Fees.  
On each Distribution Date, the Transferor shall pay to the Agent, on behalf of 
the Company or the Bank Investors, as applicable, an amount equal to the 
accrued and unpaid Discount with respect to Related Commercial Paper for the 
related 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    12 

<PAGE> 
Due Period together with, in the event the Certificates are held by 
the Company, an amount equal to the discount accrued on the Company's 
Commercial Paper to the extent such Commercial Paper was issued in order to 
fund the Certificates in an amount in excess of the Invested Amount.  The 
Transferor shall pay to the Collateral Agent, on behalf of the Company, on 
each day on which Commercial Paper is issued by the Company, the Dealer Fee.  
Discount shall accrue with respect to Related Commercial Paper on each day 
occurring during the interest period related thereto.  Nothing in this 
Agreement or the Series Supplement shall limit in any way the obligations of 
the Transferor to pay the amounts set forth in this Section. 
 
Section 2.4  Fees.  The Bank shall pay such fees as are set forth in the Fee 
Letter at the times and in the amounts set forth therein.  
 
Section 2.5  Sharing of Payments, Etc.  If any Company or any Bank Investor 
(for purposes of this Section only, being a "Recipient") shall obtain any 
payment (whether voluntary, involuntary, through the exercise of any right of 
setoff, or otherwise) on account of Certificates owned by it (other than 
pursuant to Section 2.4 or Article IV hereof) in excess of its ratable share 
of payments on account of Certificates obtained by the Company and/or the Bank 
Investors entitled thereto, such Recipient shall forthwith purchase from the 
Company and/or the Bank Investors entitled to a share of such amount 
participations in the Certificates owned by such Persons as shall be necessary 
to cause such Recipient to share the excess payment ratably with each such 
other Person entitled thereto; provided, however, that if all or any portion 
of such excess payment is thereafter recovered from such Recipient, such 
purchase from each such other Person shall be rescinded and each such other 
Person shall repay to the Recipient the purchase price paid by such Recipient 
for such participation to the extent of such recovery, together with an amount 
equal to such other Person's ratable share (according to the proportion of (a) 
the amount of such other Person's required payment to (b) the total amount so 
recovered from the Recipient) of any interest or other amount paid or payable 
by the Recipient in respect of the total amount so recovered.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    13 

<PAGE> 
Section 2.6  Right of Setoff.  Without in any way limiting the provisions of 
Section 2.5, each of the Company and the Bank Investors is hereby authorized 
(in addition to any other rights it may have) at any time after the occurrence 
of the Termination Date or during the continuance of a Potential Termination 
Event to set-off, appropriate and apply (without presentment, demand, protest 
or other notice which are hereby expressly waived) any deposits and any other 
indebtedness held or owing by the Company or such Bank Investor to, or for the 
account of, the Transferor against the amount of the Aggregate Unpaids owing 
by the Transferor to such Person (even if contingent or unmatured). 
  
  
ARTICLE III 
 
  
REPRESENTATIONS, WARRANTIES AND COVENANTS  
 
 
SECTION 3.1  Representations and Warranties of the Transferor.  The Transferor 
represents and warrants to the Agent, the Company and each Bank Investor: 
 
(a)  Corporate Existence and Power.  The Transferor is a national banking 
association duly organized, validly existing and in good standing under the 
laws of the United States, and has all corporate power, authority and legal 
right and all material governmental licenses, authorizations, consents and 
approvals required to own its properties and conduct its business as such 
properties are presently owned and such business is presently conducted in 
each jurisdiction in which it presently owns properties and presently conducts 
its business, and to execute, deliver and perform its obligations under this 
Agreement, the Pooling and Servicing Agreement and the Series Supplement, and 
to execute and deliver to the Company the Certificates pursuant to the Series 
Supplement.  The Transferor is duly qualified to do business and is in good 
standing (or is exempt from such requirements) in any jurisdiction in which 
the nature of its business requires it to be so qualified. 
 
(b)  Corporate and Governmental Authorization; Contravention.  The execution, 
delivery and performance by the Transferor of this Agreement, the Pooling and 
Servicing Agreement, the Series Supplement, the Fee Letter, the Certificates 
and the other Transaction Documents to which the Transferor is a party are 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    14 

<PAGE> 
within the Transferor's corporate powers, have been duly authorized by all 
necessary corporate action, require no action by or in respect of, or filing 
with, any Official Body or official thereof, and do not contravene, or 
constitute a default under, any provision of applicable law, rule or 
regulation or of the Articles of Association or Bylaws of the Transferor or of 
any agreement, judgment, injunction, order, writ, decree or other instrument 
binding upon the Transferor or result in the creation or imposition of any 
Adverse Claim on the assets of the Transferor. 
 
(c)  Binding Effect.  Each of this Agreement, the Pooling and Servicing 
Agreement, the Series Supplement, the Fee Letter, the Certificates and the 
other Transaction Documents to which the Transferor is a party constitutes the 
legal, valid and binding obligation of the Transferor, enforceable against it 
in accordance with its terms, subject to applicable bankruptcy, insolvency, 
moratorium or other similar laws affecting the rights of creditors generally. 
 
(d)  No Conflict.  The execution and delivery of this Agreement, the Pooling 
and Servicing Agreement, the Series Supplement and the Certificates, the 
performance of the transactions contemplated by this Agreement, the Pooling 
and Servicing Agreement, the Series Supplement and the Certificates and the 
fulfillment of the terms hereof and thereof will not conflict with, result in 
any breach of any of the terms and provisions of, or constitute (with or 
without notice or lapse of time or both) a default under, any Requirement of 
Law applicable to the Transferor or any indenture, contract, agreement, 
mortgage, deed of trust, or other material instrument to which the Transferor 
is a party or by which it or any of its properties are bound.  
 
(e)  No Proceedings.  There are no actions, suits, proceedings or 
investigations pending or, to the best knowledge of the Transferor, 
threatened, against or affecting the Transferor or any Affiliate of the 
Transferor or their respective properties, in or before any court, regulatory 
body, administrative agency, arbitrator or other tribunal or governmental 
instrumentality (i) asserting the invalidity of this Agreement, the Pooling 
and Servicing Agreement, the Series Supplement or the Certificates, (ii) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    15 

<PAGE> 
seeking to prevent the issuance of the Certificates or the consummation of any 
of the transactions contemplated by this Agreement, the Pooling and Servicing 
Agreement, the Series Supplement or the Certificates, (iii) seeking any 
determination or ruling that, individually or in the aggregate, in the 
reasonable judgment of the Transferor, would materially and adversely affect 
the performance by the Transferor of its obligations under this Agreement, the 
Pooling and Servicing Agreement, the Series Supplement or the Certificates or 
(iv) seeking any determination or ruling that would materially and adversely 
affect the validity or enforceability of this Agreement, the Pooling and 
Servicing Agreement, the Series Supplement or the Certificates. 
 
(f)  Membership in the FDIC; Transfer.  The deposits, if any, of the 
Transferor are insured by the Federal Deposit Insurance Corporation.  The 
transfers of the Receivables to the Trust, the sale of the Certificates to the 
Company and the sale of any additional interest in the Trust in connection 
with any acquisition by the Company of an Additional Class A Invested Amount 
were not and are not being made by the Transferor with actual intent to 
hinder, delay or defraud itself or its creditors.  The Transferor is not 
insolvent and will not be rendered insolvent immediately following the sale of 
the Certificates to the Company on the Closing Date and the date of any sale 
of any additional interest in the Trust in connection with any acquisition by 
the Company of an Additional Class A Invested Amount.  
 
(g)  Transferor Amount.  After giving effect to the issuance of the 
Certificates on the Closing Date, the Transferor Amount minus the Excluded 
Receivables Balance is not less than the Minimum Transferor Amount. 
 
(h)  No Termination Event.  After giving effect to the issuance of, and the 
acquisition by the Company of, the Certificates and the acquisition of any 
additional interest in the Trust in connection with the acquisition of any 
Additional Class A Invested Amount pursuant to Section 2.2, no event shall 
have occurred or be continuing and no condition shall exist which would 
constitute a Termination Event or a Potential Termination Event. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    16 

<PAGE> 
(i)  Accuracy of Information.  Each document, book, record, report, exhibit, 
schedule or other information furnished or to be furnished at any time by the 
Transferor to the Agent, the Company, any Bank Investor or the Administrative 
Agent in connection with this Agreement, the Pooling and Servicing Agreement, 
the Series Supplement or any transaction contemplated hereby or thereby is or 
will be true and accurate in all material respects on the date such 
information is stated or certified. 
 
(j)  Taxes.  The Transferor has filed all tax returns (Federal, state and 
local) required to be filed and has paid or made adequate provision for the 
payment of all its taxes, assessments and other governmental charges. 
 
(k)  Use of Proceeds.  No proceeds of any acquisition of an interest in the 
Certificates will be used by the Transferor to acquire any security in any 
transaction which is subject to Section 13 or 14 of the Securities Exchange 
Act of 1934, as amended. 
 
(l)  Account Guidelines.  Since June 15, 1996, there have been no material 
changes in the Account Guidelines other than as permitted hereunder.  Since 
such date, there has been no material adverse change in the overall rate of 
collection of the Receivables.  
 
(m)  Collections and Servicing.  Since June 12, 1996, there has been no 
material adverse change in the ability of the Bank to service and collect the 
Receivables in accordance with the terms of the Account Guidelines and the 
Pooling and Servicing Agreement. 
 
(n)  Value.  The Transferor has received or will receive reasonably equivalent 
value in return for the transfer of its interest in the Receivables and the 
other property transferred to the Trust as well as for the sale of the 
Certificates (and any sale of additional interest in the Trust in connection 
with any Additional Class A Invested Amount) to the Company. 
 
(o)  ERISA.  Each of the Transferor and its ERISA Affiliates is in compliance 
in all material respects with ERISA and no lien exists in favor of the PBGC on 
any of the Receivables. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    17 

<PAGE> 
The representations and warranties set forth in this Section shall survive the 
sale of the Certificates to the Company and the acquisition by the Company of 
any additional interests in the Trust in connection with any Additional Class 
A Invested Amounts.  Upon discovery by Nordstrom National Credit Bank or the 
Company of a breach of any of the foregoing representations and warranties, 
the party discovering such breach shall give prompt written notice to the 
other.  Any document, instrument, certificate or notice delivered to the 
Company, the Agent, any Bank Investor or the Administrative Agent hereunder 
shall be deemed to be a representation and warranty by the Transferor. 
 
Section 3.2  Reaffirmation of Representations and Warranties by the 
Transferor.  On each day that the acquisition of an Additional Class A 
Invested Amount is made hereunder, the Transferor, by accepting the proceeds 
of such acquisition, shall be deemed to have certified that all 
representations and warranties described in Section 3.1 hereof are correct on 
and as of such day as though made on and as of such day.  Each acquisition of 
an Additional Class A Invested Amount shall be subject to the further 
condition precedent that prior to the date of such acquisition, the Transferor 
shall have delivered to the Agent and the Administrative Agent, in form and 
substance satisfactory to the Agent and the Administrative Agent, a 
certification dated within ten (10) days prior to the date of such acquisition 
that the Transferor Amount, as of the date of such certification, satisfies 
the condition in Section 3.1(g), together with a listing of the Receivables by 
Obligor, if requested, and such additional information as may be reasonably 
requested by the Administrative Agent or the Agent; and the Transferor shall 
be deemed to have represented and warranted that such conditions precedent 
have been satisfied.  
 
Section 3.3  Affirmative Covenants of the Transferor.  At all times from the 
date hereof to the later to occur of (i) the Termination Date or (ii) the date 
on which the Net Investment has been reduced to zero, all accrued Discount 
shall have been paid in full and all other Aggregate Unpaids shall have been 
paid in full, in cash, unless the Agent shall otherwise consent in writing: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    18 

<PAGE> 
(a)  Financial Reporting.  The Transferor will maintain a system of accounting 
established and administered in accordance with GAAP, and furnish to the 
Agent:  
 
  (i)  Annual Reporting.  Within ninety (90) days after the close of each 
fiscal year of (x) the Transferor, the most recent annual call report of the 
Transferor, certified by its president or any vice president, and (y) 
Nordstrom, Inc., audited financial statements, prepared in accordance with 
GAAP on a consolidated basis for Nordstrom, Inc., including balance sheets as 
of the end of such period, related statements of operations, shareholder's 
equity and cash flows, accompanied by an unqualified audit report certified by 
independent certified public accountants, acceptable to the Agent, prepared in 
accordance with generally accepted auditing standards and by a certificate of 
said accountants that, in the course of performing such audit, they found no 
material weaknesses in the systems of internal control of Nordstrom, Inc. and 
its Subsidiaries. 
 
  (ii)  Quarterly Reporting.  Within forty-five (45) days after the close of 
the first three quarterly periods of each fiscal year of (x) the Transferor, 
the most recent quarterly call report of the Transferor, certified by its 
president or any vice president, and (y) Nordstrom, Inc., consolidated 
unaudited balance sheets for Nordstrom, Inc. and its Subsidiaries as at the 
close of each such period and consolidated related statements of operations, 
shareholder's equity and cash flows for the period from the beginning of such 
fiscal year to the end of such quarter, all certified by its chief financial 
officer.  
 
  (iii)  Compliance Certificate.  Together with the financial statements 
required hereunder, a compliance certificate signed by the chief financial 
officer of Nordstrom, Inc. stating that (x) the attached financial statements 
have been prepared in accordance with GAAP and accurately reflect the 
financial condition of the Transferor and (y) to the best of such Person's 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    19 

<PAGE> 
knowledge, no Termination Event or Potential Termination Event exists, or if 
any Termination Event or Potential Termination Event exists, stating the 
nature and status thereof. 
 
  (iv)  Shareholders Statements and Reports.  Promptly upon the furnishing 
thereof to the shareholders of Nordstrom, Inc., copies of all financial 
statements, reports and proxy statements so furnished. 
 
  (v)  S.E.C. Filings.  Promptly upon the filing thereof, copies of all 
registration statements and annual, quarterly, monthly or other regular 
reports which Nordstrom, Inc. files with the Securities and Exchange 
Commission. 
 
  (vi)  Notice of Termination Events or Potential Termination Events.  As soon 
as possible and in any event within two (2) days after the occurrence of each 
Termination Event or each Potential Termination Event, a statement of the 
president or any vice president of the Transferor setting forth details of 
such Termination Event or Potential Termination Event and the action which the 
Transferor proposes to take with respect thereto. 
 
  (vii)  Change in Account Guidelines and Debt Ratings.  Within ten (10) days 
after the date any material change in or amendment to the Account Guidelines 
is made, a copy of the Account Guidelines then in effect indicating suchchange  
or amendment.  Within five (5) days after the date of any change in the 
Transferor's or any Affiliate's public or private debt ratings, if any, a 
written certification of the Transferor's or such Affiliate's public and 
private debt ratings after giving effect to any such change. 
 
  (viii)  Account Guidelines.  Within ninety (90) days after the close of the 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    20 

<PAGE> 
Transferor's fiscal years, a complete copy of the Account Guidelines then in 
effect. 
  
    (ix)  ERISA.  Promptly after the filing or receiving thereof, copies of 
all reports and notices with respect to any Reportable Event (as defined in  
Article IV of ERISA) which the Transferor or any ERISA Affiliate of the  
Transferor files under ERISA with the Internal Revenue Service, the PBGC or  
the U.S. Department of Labor or which the Transferor or any ERISA Affiliate of  
the Transferor receives from the Internal Revenue Service, the PBGC or the  
U.S. Department of Labor.  
  
    (x)  Other Information.  Such other information including non-financial  
information) as the Agent or the Administrative Agent may from time to time  
reasonably request with respect to the Transferor or any of its Subsidiaries.  
  
(b)  Corporate Existence; Conduct of Business.  Except as provided in Section 
7.2 of the Pooling and Servicing Agreement, the Transferor will preserve and 
maintain its existence as a banking corporation duly organized and existing 
under the laws of the United States.  The Transferor will carry on and conduct 
its business in substantially the same manner and in substantially the same 
fields of enterprise as it is presently conducted and do all things necessary 
to remain duly incorporated, validly existing and in good standing as a 
national banking association under the laws of the United States and maintain 
all requisite authority to conduct its business in each jurisdiction in which 
its business is conducted.  
 
(c)  Compliance with Laws.  The Transferor will comply with all laws, rules, 
regulations, orders, writs, judgments, injunctions, decrees or awards 
applicable to it, its properties, the Accounts or any part thereof.  
 
(d)  Furnishing of Information and Inspection of Records.  The Transferor will 
furnish to the Agent, from time to time, such information with respect to the 
Receivables as the Agent may reasonably request, including, without 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    21 

<PAGE> 
limitation, listings identifying the Obligor and the outstanding balance for 
each Receivable.  The Transferor will, at any time and from time to time 
during regular business hours, permit the Agent, or its agents or  
representatives, (i) to examine and make copies of and abstracts from all  
Records and (ii) to visit the offices and properties of the Transferor for the  
purpose of examining such Records, and to discuss matters relating to  
Receivables or the Transferor's performance hereunder and under the other  
Transaction Documents to which such Person is a party with any of the  
officers, directors, employees or independent public accountants of the  
Transferor having knowledge of such matters.  
  
(e)  Keeping of Records and Books of Account.  The Transferor  
will maintain and implement administrative and operating procedures  
(including, without limitation, an ability to recreate records evidencing  
Receivables in the event of the destruction of the originals thereof), and  
keep and maintain, all documents, books, records and other information  
reasonably necessary or advisable for the collection of all Receivables  
(including, without limitation, records adequate to permit the daily  
identification of each new Receivable and all Collections of and adjustments  
to each existing Receivable).  The Transferor will give the Agent notice of  
any material change in the administrative and operating procedures of the  
Transferor referred to in the previous sentence.  
 
(f)  Pooling and Servicing Agreement.  Nordstrom National  
Credit Bank will comply with the covenants set forth in Section 2.5 of the  
Pooling and Servicing Agreement.  
  
(g)  Notice of Adverse Claims.  The Transferor will advise the  
Company promptly, in reasonable detail, (i) of any Adverse Claim asserted or a  
claim by a Person that is not an Obligor made against any of the Receivables,  
(ii) of the occurrence of any breach by the Transferor or the Servicer of any  
of its representations, warranties and covenants contained herein or in the  
Pooling and Servicing Agreement and (iii) of the occurrence of any other event  
which would have a material adverse effect on the Trustee's interest in the  
Receivables or the collectability thereof. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    22  

<PAGE> 
(h)  Protection of Interest in Receivables.  The Transferor  
shall execute and file such continuation statements and any other documents  
reasonably requested by the Trustee, the Company, the Agent or the Collateral  
Agent or which may be required by law to fully preserve and protect the  
interest of the Trustee in and to the Receivables.  The Transferor shall  
deliver to the Agent and the Administrative Agent a copy of any legal opinion  
delivered pursuant to subsection 13.2(d) of the Pooling and Servicing  
Agreement concurrently with the delivery thereof to any party as required by  
said subsection.   
 
(i)  Official Record.  The Transferor will hold this  
Agreement, the Pooling and Servicing Agreement and the Series Supplement in  
its possession continuously as an official record.  
  
(j)  Compliance with Requirements of Law.  Nordstrom National  
Credit Bank as Servicer or any Person to whom Nordstrom National Credit Bank  
as Servicer has delegated its duties as Servicer (to the extent permitted by  
the Pooling and Servicing Agreement) shall duly satisfy its obligations in all  
material respects on its part to be fulfilled under or in connection with each  
Receivable and the related Account, will maintain in effect all material  
qualifications required under Requirements of Law in order to service properly  
each Receivable and the related Account and will comply in all material  
respects with all other Requirements of Law in connection with servicing each  
Receivable and the related Account the failure to comply with which would have  
a material adverse effect on the Company or the Trustee's interest in the  
Receivables.  
  
Section 3.4  Negative Covenants of the Transferor.  At all times from the  
date hereof to the later to occur of (i) the Termination Date or (ii) the date  
on which the Net Investment has been reduced to zero, all accrued Discount  
shall have been paid in full and all other Aggregate Unpaids shall have been  
paid in full, in cash, unless the Agent shall otherwise consent in writing:  
  
(a)  No Sales, Liens, Etc.  Except as otherwise provided  
herein and in the Pooling and Servicing Agreement and the Series Supplement,  
the Transferor will not sell, assign (by operation of law or otherwise) or  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    23 

<PAGE> 
otherwise dispose of, or create or suffer to exist any Adverse Claim upon (or  
the filing of any financing statement) or with respect to any of the Affected  
Assets.  
 
(b)  No Extension or Amendment of Receivables.  Except as  
otherwise permitted by the Pooling and Servicing Agreement and the Series  
Supplement, the Transferor will not extend, amend or otherwise modify the  
terms of any Receivable.  
 
(c)  No Change in Business or Account Guidelines.  The  
Transferor will not make any change in the character of its business or in the  
Account Guidelines, which change would, in either case, delay the timing of  
recognition of the charge-off or write-off of any delinquent or fraudulent  
Receivable or any Receivable with respect to which the related Obligor has  
declared bankruptcy, impair the collectability of any Receivable or otherwise  
have a material adverse effect on the Trustee's interest in the Receivables,  
including any change which would have the effect of diminishing the  
creditworthiness of Obligors with respect to Automatic Additional Accounts or  
Supplemental Accounts.  
 
(d)  No Mergers, Etc.  Except as permitted by Section 7.2 of  
the Pooling and Servicing Agreement, the Transferor will not (i) consolidate  
or merge with or into any other Person, or (ii) sell, lease or transfer all or  
substantially all of its assets to any other Person.  
 
(e)  Change of Name, Etc.  The Transferor will not without  
providing 30 days' notice to the Company, the Agent and the Collateral Agent  
and without filing such amendments to any previously filed financing  
statements as the Company, the Agent and the Collateral Agent may require, (A)  
change the location of its principal executive office or the location of the  
offices where the records relating to the accounts are kept, and (B) change  
its name, identity or corporate structure in any manner which would, could or  
might make any financing statement or continuation, statement filed by the  
Transferor in accordance with the Pooling and Servicing Agreement or  
subsection 3.3(h) hereof seriously misleading within the meaning of Section 9- 
402(8) of the UCC as in effect in the Relevant UCC State or any applicable  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    24 

<PAGE> 
enactment of the UCC.  
 
(f)  Amendment of Pooling and Servicing Agreement and Series  
Supplement.  The Transferor will not amend, modify or supplement the Pooling  
and Servicing Agreement, the Series Supplement or any other Transaction  
Document to which it is a party, without the prior written consent of the  
Agent and the Administrative Agent and will not take any other action under  
the Pooling and Servicing Agreement, the Series Supplement or any other  
Transaction Document to which it is a party that would have a material adverse  
affect on the Agent, the Company or any Bank Investor or which is inconsistent  
with the terms of this Agreement.  
 
(g)  ERISA Matters.  The Transferor will not (i) engage or  
permit any of its respective ERISA Affiliates to engage in any prohibited  
transaction (as defined in Section 4975 of the Code and Section 406 of ERISA)  
for which an exemption is not available or has not previously been obtained  
from the U.S. Department of Labor; (ii) permit to exist any accumulated  
funding deficiency (as defined in Section 302(a) of ERISA and Section 412(a)  
of the Code) or funding deficiency with respect to any Benefit Plan other than  
a Multiemployer Plan; (iii) fail to make any payments to any Multiemployer  
Plan that the Transferor or any ERISA Affiliate of the Transferor is required  
to make under the agreement relating to such Multiemployer Plan or any law  
pertaining thereto; (iv) terminate any Benefit Plan so as to result in any  
liability; or (v) permit to exist any occurrence of any reportable event  
described in Title IV of ERISA which represents a material risk of a liability  
to the Transferor, or any ERISA Affiliate of the Transferor under ERISA or the  
Code, if such prohibited transactions, accumulated funding deficiencies,  
payments, terminations and reportable events occurring within any fiscal year  
of the Transferor, in the aggregate, involve a payment of money or an  
incurrence of liability by the Transferor or any ERISA Affiliate of the  
Transferor in an amount in excess of $100,000.  
 
(h)  Transfer of Transferor Interest.  Except as permitted by  
Sections 6.3(b), 6.9 or 7.2 of the Pooling and Servicing Agreement, the  
Transferor shall not assign, transfer or otherwise convey to any Person other 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    25 

<PAGE> 
than Nordstrom Credit, Inc. any interest in the Transferor Interest.  
 
(i)  Financial Covenants.  At the end of any Fiscal Quarter,  
(A) the Coverage Ratio of Nordstrom Credit, Inc. and its Subsidiaries shall  
not be less than 1.25 to 1.00 and (B) with respect to Nordstrom Credit, Inc.  
and its Subsidiaries, the ratio of (1) Debt minus Subordinated Debt to (2)  
Tangible Net Worth plus Subordinated Debt shall be 7.0 to 1.0 or less.   
Capitalized terms used but not defined in this Section 3.4(i) shall have the  
meanings assigned to such terms in Exhibit H hereto.  
 
Section 3.5  Tax Treatment.  Nordstrom National Credit Bank and the Company  
have entered into this Agreement, and Nordstrom National Credit Bank has  
entered into the Series Supplement, with the intention that the Certificates  
will qualify under applicable tax law as indebtedness, and Nordstrom National  
Credit Bank and the Company by acceptance of the Certificates agree to treat  
the Certificates for purposes of federal, state and local income or franchise  
taxes and any other tax imposed on or measured by income, as indebtedness  
unless otherwise required by the Internal Revenue Service.  
 
Section 3.6  Conditions Precedent.  On or prior to the date of execution  
hereof, Nordstrom National Credit Bank shall deliver to the Company the  
following documents, instruments and fees, all of which shall be in a form and  
substance acceptable to the Company:  
 
(a)  A copy of the resolutions of the Board of Directors of  
the Transferor, certified by its Secretary approving the execution, delivery  
and performance by the Transferor of the Pooling and Servicing Agreement, the  
Series Supplement, this Agreement, the Certificates, the other Transaction  
Documents to which the Transferor is a party and the other documents to be  
delivered by the Transferor thereunder and hereunder.  
 
(b)  The Articles of Association of Nordstrom National Credit  
Bank, as amended through the Closing Date.  
 
(c)  A Good Standing Certificate for the Transferor issued by  
the Office of the Comptroller of the Currency dated a date reasonably prior to 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    26 

<PAGE> 
the Closing Date. 
 
(d)  A Certificate substantially in the form of Exhibit B  
hereto executed by the Secretary or Assistant Secretary of the Transferor  
certifying, among other things, (i) the names and signatures of the officers  
authorized on its behalf to execute the Pooling and Servicing Agreement, the  
Series Supplement, this Agreement, the other Transaction Documents to which  
the Transferor is a party and any other documents to be delivered by the  
Transferor hereunder (on which Certificate the Company may conclusively rely  
until such time as the Company shall receive from the Transferor a revised  
Certificate meeting the requirements of this subsection (d)(i)) and (ii) a  
copy of the Transferor's By-Laws.  
 
(e)  Copies of acknowledgment copies of proper financing  
statements (Form UCC-1) naming the Transferor as the debtor or seller of the  
Receivables and the Trustee as secured party or purchaser of the Receivables  
or other similar instruments or documents as may be necessary or in the  
opinion of the Company desirable under the UCC of all appropriate  
jurisdictions or any comparable law to evidence the perfection of the  
Trustee's interest in the Receivables.  
 
(f)  Copies of proper financing statements (Form UCC-3), if  
any, necessary to terminate all security interests and other rights of any  
Person in the Receivables previously granted by the Transferor.  
 
(g)  Certified copies of request for information or copies  
(Form UCC-11) (or a similar search report certified by parties acceptable to  
the Agent) dated a date reasonably prior to the Closing Date listing all  
effective financing statements which name the Transferor (under its present  
name and any previous names) as debtor and which are filed in jurisdictions in  
which the filings were made pursuant to clause (e) above together with copies  
of such financing statements (none of which shall cover any Receivables).  
 
(h)  A favorable written opinion of Lane, Powell, Spears,  
Lubersky, LLP, special counsel for the Transferor, in substantially the form  
of Exhibit C hereto with respect to certain corporate matters. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    27 

<PAGE> 
(i)  A favorable written opinion of Lane, Powell, Spears,  
Lubersky, LLP, special counsel for the Transferor, in substantially the form  
of Exhibit D hereto with respect to certain corporate matters.  
 
(j)  A favorable written opinion of Davis, Graham & Stubbs,  
special counsel for the Transferor, in substantially the form of Exhibit E  
hereto with respect to certain security interest matters.  
 
(k)  An executed copy of the Pooling and Servicing Agreement,  
the Series Supplement, this Agreement, the Fee Letter and each of the other  
Transaction Documents to be executed by the Transferor.  
 
(l)  The Certificates duly executed by the Transferor and duly  
authenticated by the Trustee in an initial aggregate principal amount of  
$175,000,000.  
 
(m)  Such other documents, instruments, certificates and  
opinions as the Agent, the Administrative Agent or the Company shall  
reasonably request.  
 
Section 3.7  Quarterly Certificate.  Nordstrom National Credit Bank, as  
Servicer, shall deliver, or cause the Servicer (if not the Bank) to deliver to  
the Administrative Agent within fifteen (15) days after the end of each  
calendar quarter of each calendar year, beginning with September 30, 1996, an  
officer's certificate substantially in the form of Exhibit F hereto stating  
that (a) a review of the activities of the Servicer during the preceding  
calendar quarter (or such shorter period as may have elapsed since the Closing  
Date), and of its performance under this Agreement, the Pooling and Servicing  
Agreement and the Series Supplement was made under the supervision of the  
officer signing such certificate and (b) to the best of such officer's  
knowledge, based on such review, the Servicer has fully performed all of its  
obligations under this Agreement, the Pooling and Servicing Agreement and the  
Series Supplement throughout such quarter (or such shorter period as may have  
elapsed since the Closing Date), or, if there has occurred an event which,  
with the giving of notice or passage of time or both, would constitute a  
Termination Event or Servicer Default, specifying each such event known to  
such officer and the nature and status thereof. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    28 

<PAGE> 
Section 3.8  Periodic Notices and Reports.  Nordstrom National Credit Bank  
shall furnish to the Company a copy of each notice, certificate or report  
delivered to the Trustee pursuant to the Pooling and Servicing Agreement or  
Series Supplement concurrently with the delivery of any such notice,  
certificate or report to the Trustee.  Nordstrom National Credit Bank shall  
furnish to each of the Company, the Agent and the Collateral Agent a copy of  
each annual independent public accountants' servicing report delivered to the  
Trustee pursuant to Section 3.6 of the Pooling and Servicing Agreement  
concurrently with the delivery of any such report to the Trustee.  
 
 
ARTICLE IV 
 
 
INDEMNIFICATION; EXPENSES; RELATED MATTERS  
 
Section 4.1  Indemnities by the Transferor.  Without limiting any other  
rights which the Agent, the Company or the Bank Investors may have hereunder  
or under applicable law, the Transferor hereby agrees to indemnify the  
Company, the Bank Investors, the Agent, the Administrative Agent, the  
Collateral Agent, the Liquidity Provider and the Credit Support Provider and  
any successors and permitted assigns and any of their respective officers,  
directors and employees (collectively, "Indemnified Parties") from and against  
any and all damages, losses, claims, liabilities, costs and expenses,  
including, without limitation, reasonable attorneys' fees (which such  
attorneys may be employees of the Liquidity Provider, the Credit Support  
Provider, the Agent, the Administrative Agent or the Collateral Agent, as  
applicable) and disbursements (all of the foregoing being collectively  
referred to as "Indemnified Amounts") awarded against or incurred by any of  
them in any action or proceeding between the Transferor (including in its  
capacity as Servicer) and any of the Indemnified Parties or between any of the  
Indemnified Parties and any third party or otherwise arising out of or as a  
result of this Agreement, the other Transaction Documents, the ownership or  
maintenance, either directly or indirectly, by the Agent, the Company or any  
Bank Investor of the Certificates or any of the other transactions  
contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to  
the extent resulting from gross negligence or willful misconduct on the part 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    29 

<PAGE> 
of an Indemnified Party or (ii) recourse (except as otherwise specifically  
provided in this Agreement) for uncollectible Receivables.  Without limiting  
the generality of the foregoing, the Transferor shall indemnify each  
Indemnified Party for Indemnified Amounts relating to or resulting from:  
    (i)  any representation or warranty made by the Transferor (including in 
its capacity as Servicer) or any officers of the Transferor (including in its  
capacity as Servicer) under or in connection with this Agreement, any of the  
other Transaction Documents or any other information or report delivered by  
the Transferor or the Servicer pursuant hereto or thereto, which shall have  
been false or incorrect in any material respect when made or deemed made;  
 
    (ii)  the failure by the Transferor (including in its capacity as 
Servicer) to comply with any applicable law, rule or regulation with respect 
to any Receivable, or the nonconformity of any Receivable with any such 
applicable law, rule or regulation;  
 
    (iii)  the failure to vest and maintain vested in the Trustee, on behalf 
of the Trust, an undivided first priority, perfected percentage ownership 
interest, in the Trust Property free and clear of any Adverse Claim;  
 
    (iv)  the failure to file, or any delay in filing, financing statements,  
continuation statements, or other similar instruments or documents under the  
UCC of any applicable jurisdiction or other applicable laws with respect to  
any of the Affected Assets;  
 
    (v)  any dispute, claim, offset or defense (other than discharge in 
bankruptcy) of the Obligor to the payment of any Receivable (including, 
without limitation, a defense based on such Receivable not being a legal, 
valid and binding obligation of such Obligor enforceable against it in 
accordance with its terms), or any other claim resulting from the sale of 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    30 

<PAGE> 
merchandise or services related to such Receivable or the furnishing or 
failure to furnish such merchandise or services;  
 
    (vi)  any failure of the Servicer to perform its duties or obligations in  
accordance with the provisions of the Pooling and Servicing Agreement and the  
Series Supplement; or  
 
    (vii)  any products liability claim or personal injury or property damage 
suit or other similar or related claim or action of whatever sort arising out 
of or in connection with merchandise or services which are the subject of any  
Receivable;  
 
    (viii)  the transfer of an ownership interest in any Receivable other than 
an Eligible Receivable;  
 
    (ix)  the failure by the Transferor (individually or as Servicer) to 
comply with any term, provision or covenant contained in this Agreement or any 
of the other Transaction Documents to which it is a party or to perform any of 
its respective duties under the Receivables;  
 
    (x)  the failure of the Transferor to pay when due any taxes, including 
without limitation, sales, excise or personal property taxes payable in 
connection with any of the Receivables;  
 
    (xi)  any repayment by any Indemnified Party of any amount previously 
distributed in reduction of Net Investment which such Indemnified Party 
believes in good faith is required to be made;  
 
    (xii)  the commingling by the Transferor or the Servicer of Collections of  
Receivables at any time with other funds; 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    31 

<PAGE> 
    (xiii)  any investigation, litigation or proceeding related to this 
Agreement, any of the other Transaction Documents, the use of proceeds of the 
acquisition of interests in the Certificates by the Transferor, the ownership 
of the Certificates, or any Trust Property;  
 
    (xiv)  any inability to obtain any judgment in or utilize the court or 
other adjudication system of, any state in which an Obligor may be located as 
a result of the failure of the Transferor or the Servicer to qualify to do  
business or file any notice of business activity report or any similar report;  
 
    (xv)  any attempt by any Person to void, rescind or set-aside any transfer 
of the Trust Property to the Trustee under statutory provisions or common law 
or equitable action, including, without limitation, any provision of the 
United States Bankruptcy Code; or  
 
    (xvi)  any action taken by the Transferor or the Servicer (if the 
Transferor, the Servicer or any Affiliate or designee of the Transferor or the 
Servicer) in the enforcement or collection of any Receivable;  
 
provided, however, that if the Company enters into agreements for the purchase  
of interests in receivables from one or more Other Transferors, the Company  
shall allocate such Indemnified Amounts which are in connection with the  
Liquidity Provider Agreement, the Credit Support Agreement or the credit  
support furnished by the Credit Support Provider to the Transferor and each  
Other Transferor; and provided, further, that if such Indemnified Amounts are  
attributable to the Transferor or the Servicer and not attributable to any  
Other Transferor, the Transferor shall be solely liable for such Indemnified  
Amounts or if such Indemnified Amounts are attributable to Other Transferors  
and not attributable to the Transferor or the Servicer, such Other Transferors  
shall be solely liable for such Indemnified Amounts.  
 
Section 4.2  Indemnity for Taxes, Reserves and Expenses.  (a)  If after the  
date hereof, the adoption of any Law or bank regulatory guideline or any  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    32 

<PAGE> 
amendment or change in the interpretation of any existing or future Law or  
bank regulatory guideline by any Official Body charged with the  
administration, interpretation or application thereof, or the compliance with  
any directive of any Official Body (in the case of any bank regulatory  
guideline, whether or not having the force of Law):  
 
    (i)  shall subject any Indemnified Party to any tax, duty or other charge 
(other than Excluded Taxes) with respect to this Agreement, the other 
Transaction Documents, the ownership, maintenance or financing of the 
Certificates, the Receivables or payments of amounts due hereunder, or shall 
change the basis of taxation of payments to any Indemnified Party of amounts 
payable in respect of this Agreement, the other Transaction Documents, the 
ownership, maintenance or financing of the Certificates, the Receivables or 
payments of amounts due hereunder or its obligation to advance funds 
hereunder, under the Liquidity Provider Agreement or the credit support 
furnished by the Credit Support Provider or otherwise in respect of this 
Agreement, the other Transaction Documents, the ownership, maintenance or 
financing of the Certificates or the Receivables (except for changes in the 
rate of general corporate, franchise, net income or other income tax imposed 
on such Indemnified Party by the jurisdiction in which such Indemnified 
Party's principal executive office is located);   
 
    (ii)  shall impose, modify or deem applicable any reserve, special deposit  
or similar requirement (including, without limitation, any such requirement  
imposed by the Board of Governors of the Federal Reserve System) against  
assets of, deposits with or for the account of, or credit extended by, any  
Indemnified Party or shall impose on any Indemnified Party or on the United  
States market for certificates of deposit or the London interbank market any  
other condition affecting this Agreement, the other Transaction Documents, the  
ownership, maintenance or financing of the Certificates, the Receivables or  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    33 

<PAGE> 
payments of amounts due hereunder or its obligation to advance funds hereunder  
under the Liquidity Provider Agreement or the credit support provided by the  
Credit Support Provider or otherwise in respect of this Agreement, the other  
Transaction Documents, the ownership, maintenance or financing of the  
Certificates or the Receivables; or  
 
    (iii)  imposes upon any Indemnified Party any other expense (including, 
without limitation, reasonable attorneys' fees and expenses, and expenses of  
litigation or preparation therefor in contesting any of the foregoing) with  
respect to this Agreement, the other Transaction Documents, the ownership,  
maintenance or financing of the Certificates, the Receivables or payments of  
amounts due hereunder or its obligation to advance funds hereunder under the  
Liquidity Provider Agreement or the credit support furnished by the Credit  
Support Provider or otherwise in respect of this Agreement, the other  
Transaction Documents, the ownership, maintenance or financing of the  
Certificates or the Receivables,  
 
and the result of any of the foregoing is to increase the cost to such  
Indemnified Party with respect to this Agreement, the other Transaction  
Documents, the ownership, maintenance or financing of the Certificates, the  
Receivables, the obligations hereunder, the funding of any purchases  
hereunder, the Liquidity Provider Agreement or the Credit Support Agreement,  
by an amount deemed by such Indemnified Party to be material, then, within ten  
(10) days after demand by such Indemnified Party through the Agent, the  
Transferor shall pay to the Agent, for the benefit of such Indemnified Party,  
such additional amount or amounts as will compensate such Indemnified Party  
for such increased cost or reduction.  
  
(b)  If any Indemnified Party shall have determined that after  
the date hereof, the adoption of any applicable Law or bank regulatory  
guideline regarding capital adequacy, or any change therein, or any change in  
the interpretation thereof by any Official Body, or any directive regarding  
capital adequacy (in the case of any bank regulatory guideline, whether or not 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    34 

<PAGE> 
having the force of law) of any such Official Body, has or would have the  
effect of reducing the rate of return on capital of such Indemnified Party (or  
its parent) as a consequence of such Indemnified Party's obligations hereunder  
or with respect hereto to a level below that which such Indemnified Party (or  
its parent) could have achieved but for such adoption, change, request or  
directive (taking into consideration its policies with respect to capital  
adequacy) by an amount deemed by such Indemnified Party to be material, then  
from time to time, within ten (10) days after demand by such Indemnified Party  
through the Agent, the Transferor shall pay to the Agent, for the benefit of  
such Indemnified Party, such additional amount or amounts as will compensate  
such Indemnified Party (or its parent) for such reduction.   
 
(c)  The Agent will promptly notify the Transferor of any  
event of which it has knowledge, occurring after the date hereof, which will  
entitle an Indemnified Party to compensation pursuant to this Section.  A  
notice by the Agent or the applicable Indemnified Party claiming compensation  
under this Section and setting forth the additional amount or amounts to be  
paid to it hereunder shall be conclusive in the absence of manifest error.  In  
determining such amount, the Agent or any applicable Indemnified Party may use  
any reasonable averaging and attributing methods.  
 
(d)  Anything in this Section to the contrary notwithstanding,  
if the Company enters into agreements for the acquisition of interests in  
receivables from one or more Other Transferors, the Company shall allocate the  
liability for any amounts under this Section which are in connection with the  
Liquidity Provider Agreement, the Credit Support Agreement or the credit  
support provided by the Credit Support Provider ("Section 4.2 Costs") to the  
Transferor and each Other Transferor; provided, however, that if such Section  
4.2 Costs are attributable to the Transferor or the Servicer and not  
attributable to any Other Transferor, the Transferor shall be solely liable  
for such Section 4.2 Costs or if such Section 4.2 Costs are attributable to  
Other Transferors and not attributable to the Transferor or the Servicer, such  
Other Transferors shall be solely liable for such Section 4.2 Costs. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    35 

<PAGE> 
Section 4.3  Taxes.  All payments made hereunder by the Transferor or the  
Servicer (each, a "payor") to the Company, any Bank Investor or the Agent  
(each, a "recipient") shall be made free and clear of and without deduction  
for any present or future income, excise, stamp or franchise taxes and any  
other taxes, fees, duties, withholdings or other charges of any nature  
whatsoever imposed by any taxing authority on any recipient (or any assignee  
of such parties) (such non-excluded items being called "Taxes"), but excluding  
franchise taxes and taxes imposed on or measured by the recipient's net income  
or gross receipts ("Excluded Taxes").  In the event that any withholding or  
deduction from any payment made by the payor hereunder is required in respect  
of any Taxes, then such payor shall:  
  
(a)  pay directly to the relevant authority the full amount  
required to be so withheld or deducted;  
 
(b)  promptly forward to the Agent an official receipt or  
other documentation satisfactory to the Agent evidencing such payment to such  
authority; and  
 
(c)  pay to the recipient such additional amount or amounts as  
is necessary to ensure that the net amount actually received by the recipient  
will equal the full amount such recipient would have received had no such  
withholding or deduction been required.  
 
Moreover, if any Taxes are directly asserted against any recipient with  
respect to any payment received by such recipient hereunder, the recipient may  
pay such Taxes and the payor will promptly pay such additional amounts  
(including any penalties, interest or expenses) as shall be necessary in order  
that the net amount received by the recipient after the payment of such Taxes  
(including any Taxes on such additional amount) shall equal the amount such  
recipient would have received had such Taxes not been asserted.  
 
    If the payor fails to pay any Taxes when due to the appropriate  
taxing authority or fails to remit to the recipient the required receipts or  
other required documentary evidence, the payor shall indemnify the recipient  
for any incremental Taxes, interest, or penalties that may become payable by  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    36 

<PAGE> 
any recipient as a result of any such failure.  
 
Section 4.4  Other Costs, Expenses and Related Matters.  The Transferor  
agrees, upon receipt of a written invoice, to pay or cause to be paid, and to  
save the Company, the Bank Investors and the Agent harmless against liability  
for the payment of, all reasonable out-of-pocket expenses (including, without  
limitation, attorneys', accountants' and other third parties' fees and  
expenses, any filing fees and expenses incurred by officers or employees of  
the Company, the Bank Investors and/or the Agent) or intangible, documentary  
or recording taxes incurred by or on behalf of the Company, any Bank Investor  
and the Agent (i) in connection with the negotiation, execution, delivery and  
preparation of this Agreement, the other Transaction Documents and any  
documents or instruments delivered pursuant hereto and thereto and the  
transactions contemplated hereby or thereby, and (ii) from time to time (a)  
relating to any amendments, waivers or consents under this Agreement and the  
other Transaction Documents, (b) arising in connection with the Company's, any  
Bank Investor's, the Agent's or the Collateral Agent's enforcement or  
preservation of rights, or (c) arising in connection with any audit, dispute,  
disagreement, litigation or preparation for litigation involving this  
Agreement or any of the other Transaction Documents (all of such amounts,  
collectively, "Transaction Costs").  
 
Section 4.5  Indemnification of the Company.  Nordstrom National Credit Bank,  
as Servicer, shall indemnify and hold harmless the Company from and against  
any loss, liability, expense, damage or injury suffered or sustained by reason  
of willful misfeasance, bad faith, or negligence in the performance of the  
duties of the Servicer or by reason of reckless disregard of obligations and  
duties of the Servicer hereunder or under the Pooling and Servicing Agreement  
or by reason of any acts, omissions or alleged acts or omissions of the  
Servicer pursuant to this Agreement or the Pooling and Servicing Agreement.   
The provisions of this indemnity shall run directly to and be enforceable by  
an injured party subject to the limitations hereof.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    37 

<PAGE> 
ARTICLE V 
 
 
THE AGENT; BANK COMMITMENT  
 
Section 5.1  Authorization and Action.  (a)  The Company and  
each Bank Investor hereby appoints and authorizes the Agent to take such  
action as agent on its behalf and to exercise such powers under this Agreement  
and the other Transaction Documents as are delegated to the Agent by the terms  
hereof and thereof, together with such powers as are reasonably incidental  
thereto.  In furtherance, and without limiting the generality, of the  
foregoing, the Company and each Bank Investor hereby appoints the Agent as its  
agent to execute and deliver all further instruments and documents, and take  
all further action that the Agent may deem necessary or appropriate or that  
the Company or a Bank Investor may reasonably request in order to perfect,  
protect or more fully evidence the interests transferred or to be transferred  
from time to time by the Transferor hereunder, or to enable any of them to  
exercise or enforce any of their respective rights hereunder, including,  
without limitation, the execution by the Agent as secured party/assignee of  
such financing or continuation statements, or amendments thereto or  
assignments thereof, relative to all or any of the Receivables now existing or  
hereafter arising, and such other instruments or notices, as may be necessary  
or appropriate for the purposes stated hereinabove.  The Company and the  
Majority Investors may direct the Agent to take any such incidental action  
hereunder.  With respect to other actions which are incidental to the actions  
specifically delegated to the Agent hereunder, the Agent shall not be required  
to take any such incidental action hereunder, but shall be required to act or  
to refrain from acting (and shall be fully protected in acting or refraining  
from acting) upon the direction of the Majority Investors; provided, however,  
that the Agent shall not be required to take any action hereunder if the  
taking of such action, in the reasonable determination of the Agent, shall be  
in violation of any applicable law, rule or regulation or contrary to any  
provision of this Agreement or shall expose the Agent to liability hereunder  
or otherwise.  Upon the occurrence and during the continuance of any  
Termination Event or Potential Termination Event, the Agent shall take no  
action hereunder (other than ministerial actions or such actions as are  
specifically provided for herein) without the prior consent of the Majority  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    38 

<PAGE> 
Investors.  The Agent shall not, without the prior written consent of all Bank  
Investors, agree to (i) amend, modify or waive any provision of this Agreement  
in any way which would (A) reduce or impair Collections or the payment of  
Discount or fees payable hereunder to the Bank Investors or delay the  
scheduled dates for payment of such amounts, (B) increase the Servicing Fee  
Percentage, (C) modify any provisions of this Agreement, the Pooling and  
Servicing Agreement or the Series Supplement relating to the timing of  
payments required to be made by the Transferor or the Servicer or the  
application of the proceeds of such payments, (D) the appointment of any  
Person (other than the Trustee) as successor Servicer, or (E) release any  
property from the lien provided by this Agreement (other than as expressly  
contemplated herein).  The Agent shall not agree to any amendment of this  
Agreement which increases the dollar amount of a Bank Investor's Commitment  
without the prior consent of such Bank Investor.  In addition, the Agent shall  
not agree to any amendment of this Agreement not specifically described in the  
two preceding sentences without the consent of the related Majority Investors.
   
In the event the Agent requests the Company's or a Bank Investor's consent  
pursuant to the foregoing provisions and the Agent does not receive a consent  
(either positive or negative) from the Company or such Bank Investor within 10  
Business Days of the Company's or Bank Investor's receipt of such request,  
then the Company or such Bank Investor (and its percentage interest hereunder)  
shall be disregarded in determining whether the Agent shall have obtained  
sufficient consent hereunder.  
 
(b)  The Agent shall exercise such rights and powers vested in  
it by this Agreement and the other Transaction Documents, and use the same  
degree of care and skill in their exercise, as a prudent person would exercise  
or use under the circumstances in the conduct of such person's own affairs.  
 
Section 5.2  Agent's Reliance, Etc.  Neither the Agent nor any of its  
directors, officers, agents or employees shall be liable for any action taken  
or omitted to be taken by it or them as Agent under or in connection with this  
Agreement or any of the other Transaction Documents, except for its or their  
own gross negligence or willful misconduct.  Without limiting the foregoing,  
the Agent:  (i) may consult with legal counsel (including counsel for the  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    39 

<PAGE> 
Transferor or the Servicer), independent public accountants and other experts  
selected by it and shall not be liable for any action taken or omitted to be  
taken in good faith by it in accordance with the advice of such counsel,  
accountants or experts; (ii) makes no warranty or representation to the  
Company or any Bank Investor and shall not be responsible to the Company or  
any Bank Investor for any statements, warranties or representations made in or  
in connection with this Agreement; (iii) shall not have any duty to ascertain  
or to inquire as to the performance or observance of any of the terms,  
covenants or conditions of this Agreement or any of the other Transaction  
Documents on the part of the Transferor or the Servicer or to inspect the  
property (including the books and records) of the Transferor or the Servicer;  
(iv) shall not be responsible to the Company or any Bank Investor for the due  
execution, legality, validity, enforceability, genuineness, sufficiency or  
value of this Agreement, any of the other Transaction Documents or any other  
instrument or document furnished pursuant hereto or thereto; and (v) shall  
incur no liability under or in respect of this Agreement or any of the other  
Transaction Documents by acting upon any notice (including notice by  
telephone), consent, certificate or other instrument or writing (which may be  
by telex) believed by it to be genuine and signed or sent by the proper party  
or parties.  
 
Section 5.3  Credit Decision.  The Company and each Bank Investor  
acknowledges that it has, independently and without reliance upon the Agent,  
any of the Agent's Affiliates, any other Bank Investor or the Company (in the  
case of any Bank Investor) and based upon such documents and information as it  
has deemed appropriate, made its own evaluation and decision to enter into  
this Agreement and the other Transaction Documents to which it is a party and,  
if it so determines, to accept the transfer of any undivided ownership  
interest in the Affected Assets hereunder.  The Company and each Bank Investor  
also acknowledges that it will, independently and without reliance upon the  
Agent, any of the Agent's Affiliates, any other Bank Investor or the Company  
(in the case of any Bank Investor) and based on such documents and information  
as it shall deem appropriate at the time, continue to make its own decisions  
in taking or not taking action under this Agreement and the other Transaction  
Documents to which it is a party.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    40 

<PAGE> 
Section 5.4  Indemnification of the Agent.  The Bank Investors agree to  
indemnify the Agent (to the extent not reimbursed by the Transferor), ratably  
in accordance with their Pro Rata Shares, from and against any and all  
liabilities, obligations, losses, damages, penalties, actions, judgments,  
suits, costs, expenses or disbursements of any kind or nature whatsoever which  
may be imposed on, incurred by, or asserted against the Agent in any way  
relating to or arising out of this Agreement or any action taken or omitted by  
the Agent, any of the other Transaction Documents hereunder or thereunder,  
provided that the Bank Investors shall not be liable for any portion of such  
liabilities, obligations, losses, damages, penalties, actions, judgments,  
suits, costs, expenses or disbursements resulting from the Agent's gross  
negligence or willful misconduct.  Without limitation of the foregoing, the  
Bank Investors agree to reimburse the Agent, ratably in accordance with their  
Pro Rata Shares, promptly upon demand for any out-of-pocket expenses  
(including counsel fees) incurred by the Agent in connection with the  
administration, modification, amendment or enforcement (whether through  
negotiations, legal proceedings or otherwise) of, or legal advice in respect  
of rights or responsibilities under, this Agreement and the other Transaction  
Documents, to the extent that such expenses are incurred in the interests of  
or otherwise in respect of the Bank Investors hereunder and/or thereunder and  
to the extent that the Agent is not reimbursed for such expenses by the  
Transferor.  
 
Section 5.5  Successor Agent.  The Agent may resign at any time by giving  
written notice thereof to each Bank Investor, the Company and the Transferor  
and may be removed at any time with cause by the Majority Investors.  Upon any  
such resignation or removal, the Company and the Majority Investors shall  
appoint a successor Agent.  The Company and each Bank Investor agrees that it  
shall not unreasonably withhold or delay its approval of the appointment of a  
successor Agent.  If no such successor Agent shall have been so appointed, and  
shall have accepted such appointment, within 30 days after the retiring  
Agent's giving of notice of resignation or the Majority Investors' removal of  
the retiring Agent, then the retiring Agent may, on behalf of the Company and  
the Bank Investors, appoint a successor Agent which successor Agent shall be  
either (i) a commercial bank organized under the laws of the United States or 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    41 

<PAGE> 
of any state thereof and have a combined capital and surplus of at least  
$50,000,000 or (ii) an Affiliate of such a bank.  Upon the acceptance of any  
appointment as Agent hereunder by a successor Agent, such successor Agent  
shall thereupon succeed to and become vested with all the rights, powers,  
privileges and duties of the retiring Agent, and the retiring Agent shall be  
discharged from its duties and obligations under this Agreement.  After any  
retiring Agent's resignation or removal hereunder as Agent, the provisions of  
this Article V shall continue to inure to its benefit as to any actions taken  
or omitted to be taken by it while it was Agent under this Agreement.  
 
Section 5.6  Payments by the Agent.  Unless specifically allocated to a Bank  
Investor pursuant to the terms of this Agreement, all amounts received by the  
Agent on behalf of the Bank Investors shall be paid by the Agent to the Bank  
Investors (at their respective accounts specified in their respective  
Assignment and Assumption Agreements) in accordance with their respective  
related pro rata interests in the Net Investment on the Business Day received  
by the Agent, unless such amounts are received after 12:00 noon on such  
Business Day, in which case the Agent shall use its reasonable efforts to pay  
such amounts to the Bank Investors on such Business Day, but, in any event,  
shall pay such amounts to the Bank Investors in accordance with their  
respective related pro rata interests in the Net Investment not later than the  
following Business Day.  
 
Section 5.7  Bank Commitment; Assignment to Bank Investors.  
  
(a)  Bank Commitment.  At any time on or prior to the  
Commitment Termination Date, in the event that the Company does not acquire an  
Additional Class A Invested Amount as requested under Section 2.2(a), then at  
any time, the Transferor shall have the right to require the Company to assign  
its interest in the Net Investment in whole to the Bank Investors pursuant to  
this Section.  In addition, at any time on or prior to the Commitment  
Termination Date (i) upon the occurrence of a Termination Event or (ii) if the  
Company elects to give notice to the Transferor of a Reinvestment Termination  
Date, the Transferor hereby requests and directs that the Company assign its  
interest in the Net Investment in whole to the Bank Investors pursuant to this  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    42 

<PAGE> 
Section and the Transferor hereby agrees to pay the amounts described in  
Section 5.7(d) below.  Provided that (i) the Net Asset Test is satisfied and  
(ii) the Transferor shall have paid to the Company all amounts due as  
described in Section 5.7(d) hereof, upon any such election by the Company or  
any such request by the Transferor, the Company shall make such Assignment and  
the Bank Investors shall accept such Assignment and shall assume all of the  
Company's obligations hereunder.  In connection with any Assignment from the  
Company to the Bank Investors pursuant to this Section, each Bank Investor  
shall, on the date of such Assignment, pay to the Company an amount equal to  
its Assignment Amount.  In addition, at any time on or prior to the Commitment  
Termination Date, the Transferor shall have the right to request funding under  
this Agreement directly from the Bank Investors provided that at such time all  
conditions precedent set forth herein for the acquisition of an Additional  
Class A Invested Amount pursuant to Section 2.2(a) hereof shall be satisfied  
and provided further that in connection with such funding by the Bank  
Investors, the Bank Investors accept the Assignment of all of the Company's  
interest in the Net Investment and assume all of the Company's obligations  
hereunder concurrently with or prior to any such acquisition of an Additional  
Class A Invested Amount.  Upon any Assignment by the Company to the Bank  
Investors contemplated hereunder, the Company shall cease to acquire any  
Additional Class A Invested Amount hereunder.  
 
(b)  Assignment.  No Bank Investor may assign all or a portion  
of its interests in the Certificates, the Net Investment, the Trust Property  
and its rights and obligations hereunder to any Person unless approved in  
writing by the Agent and made in accordance with the Pooling and Servicing  
Agreement and the Series Supplement.  In the case of an Assignment by the  
Company to the Bank Investors or by a Bank Investor to another Person, the  
assignor shall deliver to the assignee(s) an Assignment and Assumption  
Agreement in substantially the form of Exhibit G hereto, duly executed,  
assigning to the assignee a pro rata interest in the Certificates, the Net  
Investment, the Trust Property and the assignor's rights and obligations  
hereunder and the assignor shall promptly execute and deliver all instruments  
and documents required by the Pooling and Servicing Agreement and the Series  
Supplement and all further instruments and documents, and take all further  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    43 

<PAGE> 
action, that the assignee may reasonably request, in order to protect, or more  
fully evidence the assignee's right, title and interest in and to such  
interest and to enable the Agent, on behalf of such assignee, to exercise or  
enforce any rights hereunder and under the other Transaction Documents to  
which such assignor is or, immediately prior to such Assignment, was a party.   
Upon any such Assignment, (i) the assignee shall have all of the rights and  
obligations of the assignor hereunder and under the other Transaction  
Documents to which such assignor is or, immediately prior to such Assignment,  
was a party with respect to such interest for all purposes of this Agreement  
and under the other Transaction Documents to which such assignor is or,  
immediately prior to such Assignment, was a party (it being understood that  
the Bank Investors, as assignees, shall (x) be obligated to acquire Additional  
Class A Invested Amounts under Section 2.2(a) hereof in accordance with the  
terms thereof, notwithstanding that the Company was not so obligated and (y)  
not have the right to elect the commencement of the amortization of the Net  
Investment pursuant to the definition of "Termination Date", notwithstanding  
that the Company had such right) and (ii) the assignor shall relinquish its  
rights with respect to such interest for all purposes of this Agreement and  
under the other Transaction Documents to which such assignor is or,  
immediately prior to such Assignment, was a party.  No such Assignment shall  
be effective unless a fully executed copy of the related Assignment and  
Assumption Agreement shall be delivered to the Agent and the Transferor.  All  
out-of-pocket costs and legal expenses of the Agent and the assignor and  
assignee incurred in connection with any Assignment hereunder shall be borne  
by the Transferor and not by the assignor or any such assignee.  No Bank  
Investor shall assign any portion of its Commitment hereunder without also  
simultaneously assigning an equal portion of its interest in the Liquidity  
Provider Agreement.   
 
(c)  Effects of Assignment.  By executing and delivering an  
Assignment and Assumption Agreement,  the assignor and assignee thereunder  
confirm to and agree with each other and the other parties hereto as follows:   
(i) other than as provided in such Assignment and Assumption Agreement, the  
assignor makes no representation or warranty and assumes no responsibility  
with respect to any statements, warranties or representations made in or in  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    44 

<PAGE> 
connection with this Agreement, the other Transaction Documents or any other  
instrument or document furnished pursuant hereto or thereto or the execution,  
legality, validity, enforceability, genuineness, sufficiency or value or this  
Agreement, the other Transaction Documents or any such other instrument or  
document; (ii) the assignor makes no representation or warranty and assumes no  
responsibility with respect to the financial condition of the Transferor or  
the Servicer or the performance or observance by the Transferor or the  
Servicer of any of their respective obligations under this Agreement, the  
other Transaction Documents or any other instrument or document furnished  
pursuant hereto; (iii) such assignee confirms that it has received a copy of  
this Agreement, the Pooling and Servicing Agreement, the Series Supplement and  
such other instruments, documents and information as it has deemed appropriate  
to make its own credit analysis and decision to enter into such Assignment and  
Assumption Agreement and to purchase such interest; (iv) such assignee will,  
independently and without reliance upon the Agent, or any of its Affiliates,  
or the assignor and based on such agreements, documents and information as it  
shall deem appropriate at the time, continue to make its own credit decisions  
in taking or not taking action under this Agreement and the other Transaction  
Documents; (v) such assignee appoints and authorizes the Agent to take such  
action as agent on its behalf and to exercise such powers under this  
Agreement, the other Transaction Documents and any other instrument or  
document furnished pursuant hereto or thereto as are delegated to the Agent by  
the terms hereof or thereof, together with such powers as are reasonably  
incidental thereto and to enforce its respective rights and interests in and  
under this Agreement, the other Transaction Documents and the Trust Property;  
(vi) such assignee agrees that it will perform in accordance with their terms  
all of the obligations which by the terms of this Agreement and the other  
Transaction Documents are required to be performed by it as the assignee of  
the assignor; and (vii) such assignee agrees that it will not institute  
against the Company any proceeding of the type referred to in Section 6.9  
prior to the date which is one year and one day after the payment in full of  
all Commercial Paper issued by the Company.  
 
(d)  Transferor's Obligation to Pay Certain Amounts;  
Additional Assignment Amount.  The Transferor shall pay to the Agent, for the 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    45 

<PAGE> 
account of the Company, in connection with any Assignment by the Company to  
the Bank Investors pursuant to this Section, an aggregate amount equal to all  
Discount to accrue through the maturity of all outstanding Related Commercial  
Paper plus all other Aggregate Unpaids (other than the Net Investment and any  
accrued Discount previously paid).  To the extent that such Discount relates  
to interest or discount on Commercial Paper issued to fund the Net Investment,  
if the Transferor fails to make payment of such amounts at or prior to the  
time of Assignment by the Company to the Bank Investors, such amount shall be  
paid by the Bank Investors (in accordance with their respective Pro Rata  
Shares) to the Company as additional consideration for the interests assigned  
to the Bank Investors and the amount of the "Net Investment" hereunder held by  
the Bank Investors shall be increased by an amount equal to the additional  
amount so paid by the Bank Investors.  
 
(e)  Administration of Agreement After Assignment; Discount.   
After any Assignment by the Company to the Bank Investors pursuant to this  
Section (and the payment of all amounts owing to the Company in connection  
therewith), all rights of the Administrative Agent and the Collateral Agent  
set forth herein shall be deemed to be afforded to the Agent on behalf of the  
Bank Investors instead of either such party.     
  
(f)  Payments.  After any Assignment by the Company to the  
Bank Investors pursuant to this Section, all payments to be made hereunder by  
the Transferor or the Servicer to the Bank Investors shall be made to the  
Agent's account as such account shall have been notified to the Transferor and  
the Servicer.  
 
(g)  Downgrade of Bank Investor.  If at any time prior to any  
Assignment by the Company to the Bank Investors as contemplated pursuant to  
this Section, the short term debt rating of any Bank Investor shall be A-2  
or P-2 from Standard & Poor's or Moody's, respectively, with negative credit  
implications, such Bank Investor, upon request of the Agent, shall, within 30  
days of such request, assign its rights and obligations hereunder to another  
financial institution (which institution's short term debt shall be rated at  
least A-2 and P-2 from Standard & Poor's and Moody's, respectively, and  
which shall not be so rated with negative credit implications).  If the short  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    46 

<PAGE> 
term debt rating of a Bank Investor shall be A-3 or P-3, or lower, from  
Standard & Poor's or Moody's, respectively (or such rating shall have been  
withdrawn by Standard & Poor's or Moody's), such Bank Investor, upon request  
of the Agent, shall, within five (5) Business Days of such request, assign its  
rights and obligations hereunder to another financial institution (which  
institution's short term debt shall be rated at least A-2 and P-2 from  
Standard & Poor's and Moody's, respectively, and which shall not be so rated  
with negative credit implications).  In either such case, if any such Bank  
Investor shall not have assigned its rights and obligations under this  
Agreement within the applicable time period described above, the Company shall  
have the right to require such Bank Investor to accept the Assignment of such  
Bank Investor's Pro Rata Share of the Net Investment; such Assignment shall  
occur in accordance with the applicable provisions of this Section.  Such Bank  
Investor shall be obligated to pay to the Company, in connection with such  
Assignment, in addition to the Pro Rata Share of the Net Investment, an amount  
equal to the interest component of the outstanding Commercial Paper issued to  
fund the portion of the Net Investment being assigned to such Bank Investor,  
as reasonably determined by the Agent.  Notwithstanding anything contained  
herein to the contrary, upon any such Assignment to a downgraded Bank Investor  
as contemplated pursuant to the immediately preceding sentence, the aggregate  
available amount of the Facility Limit, solely as it relates to the  
acquisition of any Additional Class A Invested Amount by the Company, shall be  
reduced by the amount of unused Commitment of such downgraded Bank Investor;  
it being understood and agreed, that nothing in this sentence or the two  
preceding sentences shall affect or diminish in any way any such downgraded  
Bank Investor's Commitment to the Transferor or such downgraded Bank  
Investor's other obligations and liabilities hereunder and under the other  
Transaction Documents.  
 
 
ARTICLE VI 
 
 
MISCELLANEOUS  
 
Section 6.1  Term of Agreement.  This Agreement shall terminate on the date  
following the Termination Date upon which the Net Investment has been reduced 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    47 

<PAGE> 
to zero, all accrued Discount has been paid in full and all other Aggregate  
Unpaids have been paid in full, in each case, in cash; provided, however, that  
(i) the rights and remedies of the Agent, the Company, the Bank Investors and  
the Administrative Agent with respect to any representation and warranty made  
or deemed to be made by the Transferor and the Servicer pursuant to this  
Agreement, (ii) the indemnification and payment provisions of Article IV, and  
(iii) the agreement set forth in Section 6.9 hereof, shall be continuing and  
shall survive any termination of this Agreement.  
  
Section 6.2  Waivers; Amendments.  No failure or delay on the part of the  
Agent, the Company, the Administrative Agent or any Bank Investor in  
exercising any power, right or remedy under this Agreement shall operate as a  
waiver thereof, nor shall any single or partial exercise of any such power,  
right or remedy preclude any other further exercise thereof or the exercise of  
any other power, right or remedy.  The rights and remedies herein provided  
shall be cumulative and nonexclusive of any rights or remedies provided by  
law.  Any provision of this Agreement may be amended if, but only if, such  
amendment is in writing and is signed by the Transferor, the Company, the  
Agent and the Majority Investors.  
  
Section 6.3  Notices, Etc.  Except as provided below, all communications and  
notices provided for hereunder shall be in writing (including telecopy or  
electronic facsimile transmission or similar writing) and shall be given to  
the other party at its address or telecopy number set forth below or at such  
other address or telecopy number as such party may hereafter specify for the  
purposes of notice to such party.  Each such notice or other communication  
shall be effective (i) if given by telecopy, when such telecopy is transmitted  
to the telecopy number specified in this Section and confirmation is received,  
(ii) if given by mail three (3) Business Days following such posting, postage  
prepaid, U.S. certified or registered, (iii) if given by overnight courier,  
one (1) Business Day after deposit thereof with a national overnight courier  
service, or (iv) if given by any other means, when received at the address  
specified in this Section.  However, anything in this Section to the contrary  
notwithstanding, the Transferor hereby authorizes the Company to effect  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    48 

<PAGE> 
additional investments pursuant to Section 2.2 and interest rate and interest  
period selections with respect to Related Commercial Paper based on telephonic  
notices made by any Person which the Company in good faith believes to be  
acting on behalf of the Transferor.  The Transferor agrees to deliver promptly  
to the Company a written confirmation of each telephonic notice signed by an  
authorized officer (or other individual acceptable to the Company) of the  
Transferor.  However, the absence of such confirmation shall not affect the  
validity of such notice.  If the written confirmation differs in any material  
respect from the action taken by the Company, the records of the Company shall  
govern absent manifest error.  
  
    If to the Company:  
  
      Enterprise Funding Corporation  
      c/o Merrill Lynch Money Markets Inc.  
      World Financial Center - South Tower  
      225 Liberty Street  
      New York, New York  10218  
      Attention:  Tim Sherer  
      Telephone: (212) 236-7200  
      Telecopy:  (212) 236-7584  
  
      (with a copy to the Administrative Agent)  
  
    If to the Bank:  
  
      Nordstrom National Credit Bank  
      13531 East Caley Avenue  
      Englewood, Colorado 80111  
      Attention:  Michael A. Karmil  
      Telephone: (303) 397-4785  
      Telecopy:  (303) 397-4775  
  
    If to the Collateral Agent:  
  
      NationsBank, N.A.  
      NationsBank Corporate Center  
      100 North Tryon Street, 10th Floor  
      Charlotte, North Carolina  28255  
      Attention:  Michelle M. Heath -   
        Structured Finance   
      Telephone: (704) 386-7922  
      Telecopy:  (704) 386-9169  
  
  
 
 
 
 
 
 
 
 
 
                                    49 

<PAGE> 
    If to the Administrative Agent:  
 
      NationsBank, N.A.  
      NationsBank Corporate Center  
      100 North Tryon Street  
      Charlotte, North Carolina  28255  
      Attention:  Michelle M. Heath -   
        Structured Finance  
      Telephone: (704) 386-7922  
      Telecopy:  (704) 386-9169  
  
    If to the Bank Investors, at their respective addresses set forth  
on the signature pages hereto or of the Assignment and Assumption Agreement  
pursuant to which it became a party hereto.  
  
Section 6.4  Governing Law; Submission to Jurisdiction; Integration.  
  
(a)  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN  
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE TRANSFEROR AND THE  
SERVICER EACH HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED  
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW  
YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL  
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS  
CONTEMPLATED HEREBY.  The Transferor and the Servicer each hereby irrevocably  
waives, to the fullest extent it may effectively do so, any objection which it  
may now or hereafter have to the laying of the venue of any such proceeding  
brought in such a court and any claim that any such proceeding brought in such  
a court has been brought in an inconvenient forum.  Nothing in this Section  
shall affect the right of the Company to bring any action or proceeding  
against the Transferor, the Servicer or their respective property in the  
courts of other jurisdictions.  
  
(b)  EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO  
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN  
CONTRACT, TORT OR OTHERWISE AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH,  
RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH  
THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    50 

<PAGE> 
(c)  This Agreement contains the final and complete  
integration of all prior expressions by the parties hereto with respect to the  
subject matter hereof and shall constitute the entire Agreement among the  
parties hereto with respect to the subject matter hereof superseding all prior  
oral or written understandings.  
 
Section 6.5  Severability; Counterparts.  This Agreement may be executed in  
any number of counterparts and by different parties hereto in separate  
counterparts, each of which when so executed shall be deemed to be an original  
and all of which when taken together shall constitute one and the same  
Agreement.  Any provisions of this Agreement which are prohibited or  
unenforceable in any jurisdiction shall, as to such jurisdiction, be  
ineffective to the extent of such prohibition or unenforceability without  
invalidating the remaining provisions hereof, and any such prohibition or  
unenforceability in any jurisdiction shall not invalidate or render  
unenforceable such provision in any other jurisdiction.  
  
Section 6.6  Successors and Assigns.  
  
(a)  This Agreement shall be binding on the parties hereto and  
their respective successors and assigns; provided, however, that neither the  
Transferor nor the Servicer may assign any of its rights or delegate any of  
its duties hereunder or under the Pooling and Servicing Agreement or the  
Series Supplement or under any of the other Transaction Documents to which it  
is a party without the prior written consent of the Agent.  No provision of  
this Agreement shall in any manner restrict the ability of the Company or any  
Bank Investor to assign, participate, grant security interests in, or  
otherwise transfer any portion of the Certificates or any interest therein;  
provided, however, that any such assignment, participation, grant or other  
transfer shall be made in accordance with the provisions of the Pooling and  
Servicing Agreement and the Series Supplement.  
 
(b)  The Transferor hereby agrees and consents to the  
assignment by the Company from time to time of all or any part of its rights  
under, interest in and title to this Agreement and the Certificates to any  
Liquidity Provider; provided, however, that any such assignment shall be made  
in accordance with the provisions of the Pooling and Servicing Agreement and 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    51 

<PAGE> 
the Series Supplement.  In addition, the Transferor hereby consents to and  
acknowledges the assignment by the Company of all of its rights under,  
interest in and title to this Agreement and the Certificates to the Collateral  
Agent.  
 
Section 6.7  Waiver of Confidentiality.  Each of the Transferor and the  
Servicer hereby consents to the disclosure of any non-public information with  
respect to it received by the Company, the Agent, any Bank Investor or the  
Administrative Agent to any of the Company, the Agent, any nationally  
recognized rating agency rating the Company's Commercial Paper, the  
Administrative Agent, the Collateral Agent, any Bank Investor or potential  
Bank Investor, the Liquidity Provider or the Credit Support Provider.  
  
Section 6.8  Confidentiality Agreement.  Each of the Transferor and the  
Servicer hereby agrees that it will not disclose the contents of this  
Agreement or any of the other Transaction Documents or any other proprietary  
or confidential information of the Company, the Agent, the Administrative  
Agent, the Collateral Agent, any Liquidity Provider, any Credit Support  
Provider or any Bank Investor to any other Person except (i) its auditors and  
attorneys, employees or financial advisors (other than any commercial bank)  
and any nationally recognized rating agency, provided such auditors,  
attorneys, employees, financial advisors or rating agencies are informed of  
the highly confidential nature of such information or (ii) as otherwise  
required by applicable law or order of a court of competent jurisdiction.  
  
Section 6.9  No Bankruptcy Petition Against the Company.  Each of the  
Transferor and the Servicer hereby covenants and agrees that, prior to the  
date which is one year and one day after the payment in full of all  
outstanding Commercial Paper or other indebtedness of the Company, it will not  
institute against, or join any other Person in instituting against, the  
Company any bankruptcy, reorganization, arrangement, insolvency or liquidation  
proceedings or other similar proceeding under the laws of the United States or  
any state of the United States.  
  
Section 6.10  No Recourse Against Stockholders, Officers or Directors.  No  
recourse under any obligation, covenant or agreement of the Company contained 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    52 

<PAGE> 
in this Agreement shall be had against Merrill Lynch Money Markets Inc. (or  
any affiliate thereof), or any stockholder, officer or director of the  
Company, as such, by the enforcement of any assessment or by any legal or  
equitable proceeding, by virtue of any statute or otherwise; it being  
expressly agreed and understood that this Agreement is solely a corporate  
obligation of the Company, and that no personal liability whatsoever shall  
attach to or be incurred by Merrill Lynch Money Markets Inc. (or any affiliate  
thereof), or the stockholders, officers or directors of the buyer, as such, or  
any of them, under or by reason of any of the obligations, covenants or  
agreements of the Company contained in this Agreement, or implied therefrom,  
and that any and all personal liability for breaches by the Company of any of  
such obligations, covenants or agreements, either at common law or at equity,  
or by statute or constitution, of Merrill Lynch Money Markets Inc. (or any  
affiliate thereof) and every such stockholder, officer or director of the  
Company is hereby expressly waived as a condition of and consideration for the  
execution of this Agreement.  
  
Section 6.11  Setoff.  Nordstrom National Credit Bank hereby irrevocably and  
unconditionally waives all right of setoff that it may have under contract  
(including this Agreement), applicable law or otherwise with respect to any  
funds or monies of the Company at any time held by or in the possession of  
Nordstrom National Credit Bank.  
  
Section 6.12  Further Assurances.  Nordstrom National Credit Bank agrees to do  
such further acts and things and to execute and deliver to the Company, the  
Agent, the Administrative Agent or the Collateral Agent such additional  
assignments, agreements, powers and instruments as are required by the Company  
to carry into effect the purposes of this Agreement or to better assure and  
confirm unto the Company, the Agent or the Collateral Agent its rights, powers  
and remedies hereunder.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    53 

<PAGE> 
  
  
      IN WITNESS WHEREOF, the parties hereto have executed and delivered  
this Transfer and Administration Agreement as of the date first written above.  
  
  
                                         ENTERPRISE FUNDING CORPORATION,  
                                           as the Company  
  
  
                                         By: /s/  Stewart Cottle 
                                         ----------------------- 
                                         Name:  Stewart Cottle 
                                         Title: Vice President 
  
  
                                         NORDSTROM NATIONAL CREDIT BANK,  
                                           as Transferor  
  
  
                                         By: /s/  Carol Simonson 
                                         ----------------------- 
                                         Name:  Carol Simonson 
                                         Title:  
  
  
Commitment                               NATIONSBANK, N.A., as Agent  
$200,000,000                               and as a Bank Investor  
  
  
                                         By: /s/  Michelle M. Heath 
                                         -------------------------- 
                                         Name:  Michelle M. Heath 
                                         Title: Vice President 
 





















<PAGE>
                                                   EXHIBIT A
     
     
         (FORM OF ADDITIONAL INVESTMENT CERTIFICATE)
     
               I, ___________, the undersigned ________ of
     Nordstrom National Credit Bank, a national banking asso-
     ciation (the Transferor), pursuant to Section 2.2 of
     the Transfer and Administration Agreement dated August
     14, 1996 (the Agreement), by and among the Transferor,
     Enterprise Funding Corporation (the Company) and
     NationsBank, N.A., as agent for the Company and the Bank
     Investors (in such capacity, the Agent), hereby certify
     that:
     
               (1)  Either (i) there have been no material
                         changes in the Account Guidelines other
                         than as permitted under the Agreement
                         since ____________, 199   (the later of
                         August 14, 1996 and the date of the last
                         prior Additional Investment Certificate)
                         and since such date no material adverse
                         change in the overall rate of collection
                         of the Receivables has occurred or (ii)
                         each of the Company and the Agent has been
                         notified of any such material changes in
                         the Account Guidelines and/or the overall
                         rate of collection of the Receivables and
                         has responded, in writing, to such notice
                         that the Company agrees or the Bank Investors
                         agree, as applicable, to continue to
                         acquire Additional Class A Invested
                         Amounts.
     
               (2)  Either (i) there has been no material ad-
                         verse change in the ability of the Transferor
                         to service and collect the Receiv-
                         ables in accordance with the terms of the
                         Pooling and Servicing Agreement since
                         _____________, 199__ (the later of August














                               A-1

<PAGE>
                         14, 1996 and the date of the last prior
                         Additional Investment Certificate) or (ii)
                         each of the Company and the Agent has been
                         notified of any such material adverse
                         change in the ability of the Transferor to
                         service and collect the Receivables and
                         has responded, in writing, to such notice
                         that the Company agrees or the Bank Investors
                         agree, as applicable, to continue to
                         acquire Additional Class A Invested
                         Amounts.
     
               (3)  The Aggregate Principal Receivables as of
                         the Business Day immediately preceding the
                         date hereof . . . . . . . . . . $_____
     
               (4)  The Invested Amount as of the Business Day
                         immediately preceding the date hereof$_____
     
               (5)  The Net Investment as of the Business Day
                         immediately preceding the date hereof$_____
     
               (6)  The Class B Invested Amount as of the
                         Business Day immediately preceding the
                         date hereof                     $_____
     
               (7)  The amount of the Additional Class A Invested
                         Amount requested by the Transferor$_____
     
               (8)  Invested Amount after giving effect to the
                         Additional Class A Invested Amount (line 4
                         plus line 7)                        $_____
     
               (9)  Net Investment after giving effect to the
                         Additional Class A Invested Amount (line 5
                         plus line 7, but not to exceed
                         $200,000,000)                       $_____

















                                     A-2     

<PAGE>
               (10) The Transferor Amount minus the Excluded
                         Receivables Balance after giving effect to
                         the Additional Class A Invested Amount$_____
     
               (11) The Transferor Amount minus the Excluded
                         Receivables Balance (line (10)) is not
                         less than the Minimum Transferor Amount(Yes)
     
               (12) The Class B Invested Amount (line (6)) is
                         not less than the Minimum Enhancement
                         Amount                          (Yes)
     
               (13) No Potential Termination Event or Termination
                         Event under the Agreement has
                         occurred. . . . . . . . . . . . . (No)
     
               Capitalized terms used and not otherwise de-
     fined herein shall have the meaning assigned to such
     terms in the Agreement.
     
               IN WITNESS WHEREOF, I have duly executed and
     delivered this Additional Investment Certificate on this
     ____ day of ______, 199_.
     
                              NORDSTROM NATIONAL CREDIT
                                   BANK,
                                as Transferor
     
     
     
                              By:_______________________
                                 Name:
                                 Title:
          




















                                    A-3

<PAGE>
                                                EXHIBIT B
     
     
     (FORM OF SECRETARY'S CERTIFICATE OF THE TRANSFEROR)
     
     
               I, _______________, the undersigned (Secre-
     tary)(Assistant Secretary) of NORDSTROM NATIONAL CREDIT
     BANK, a national banking association (the Transferor),
     DO HEREBY CERTIFY that:
     
               1.  Attached hereto as Annex A is a true and
     complete copy of the Articles of Association of the
     Transferor as in effect on the date hereof.
     
               2.  Attached hereto as Annex B is a true and
     complete copy of the By-laws of the Transferor as in
     effect on the date hereof.
     
               3.  Attached hereto as Annex C is a true and
     complete copy of the resolutions duly adopted by the
     Board of Directors of the Transferor adopted on
     _____________________, 199_, authorizing the execution,
     delivery and performance of each of the documents men-
     tioned therein, which resolutions have not been revoked,
     modified, amended or rescinded and are still in full
     force and effect.
     
               4.  The below-named persons have been duly
     qualified as and at all times since ___________________,
     199_, to and including the date hereof have been officers
     or representatives of the Transferor holding the respec-
     tive offices or positions below set opposite their names
     and the signatures below set opposite their names are
     their genuine signatures:
     
          Name        Office             Signatures
     
                      President          _______________
     
                      Vice President     _______________
     
                      Vice President
                         and Treasurer   ________________
     
                      Secretary          _______________
     







                                     B-1

<PAGE>
               5.  The representations and warranties of the
     Transferor contained in Section 3.1 of the Transfer and
     Administration Agreement dated as of August 14, 1996 by
     and among the Transferor, Enterprise Funding Corporation
     and NationsBank, N.A. are true and correct as if made on
     the date hereof.
     
               WITNESS my hand and seal of the Transferor as
     of this 14th day of August 1996.
     
     
     
                              ___________________________
                              (Vice President, Cashier
                                   and Secretary)
     
     
          I, the undersigned,                      of the
     Transferor, DO HEREBY CERTIFY that ____________________
     is the duly elected and qualified (Secretary)(Assistant
     Secretary) of the Transferor and the signature above is
     his/her genuine signature.
     
                              WITNESS my hand as of this
     14th day of August, 1996.
     
     
     
                              ___________________________
                              (Title)
          























                                     B-2

<PAGE>
                                                EXHIBIT C
     
     
     (FORM OF OPINION OF LANE, POWELL, SPEARS, LUBERSKY, LLP,
                SPECIAL COUNSEL TO THE BANK)
                               
     
               (Lane, Powell, Spears, Lubersky, LLP, Special
     Counsel to the Bank shall furnish such counsel's written
     opinion substantially to the effect that:)
     
               (i)  The Bank has been duly organized and
               is validly existing as a national banking asso-
               ciation in good standing under the laws of the
               United States of America with full power and
               authority (corporate and other) to own its
               properties and conduct its business, as pres-
               ently owned and conducted by it, and to enter
               into and perform its obligations under the
               Transfer and Administration Agreement, the
               Pooling and Servicing Agreement and the Series
               Supplement (collectively, the Agreements),
               and the Certificates and had at all times, and
               now has, the power, authority and legal right
               to acquire, own and transfer the Receivables;
     
               (ii) The Bank is duly qualified to do
               business and is in good standing, and under
               state laws, as they are currently interpreted
               and enforced, has obtained all necessary li-
               censes and approvals in each jurisdiction in
               which failure to qualify or to obtain such
               licenses or approvals would materially and
               adversely affect the enforceability of any
               Receivable by the Bank or the Trustee or would
               adversely affect the ability of the Bank to
               perform its obligations under the Agreements or
               the Certificates;
     
               (iii) The Certificates have been duly autho-
               rized, executed and delivered by the Bank and, when
               duly authenticated by the Trustee in accordance with
               the terms of the Pooling and Servicing Agreement and
               delivered to and paid for by the purchasers thereof,
               will be validly issued and outstanding and entitled
               to the benefits provided by the Pooling and Servic-
               ing Agreement and the Series Supplement;
     






                                     C-1

<PAGE>
               (iv) Each of the Agreements has been duly au-
               thorized, executed and delivered by the Bank and
               constitutes the legal, valid and binding agreement
               of the Bank enforceable against the Bank in accor-
               dance with its terms, subject, as to enforceability
               to (A) the effect of bankruptcy, insolvency, morato-
               rium, receivership, reorganization, liquidation and
               other similar laws relating to or affecting the
               rights and remedies of creditors generally, and (B)
               the application of principles of equity (regardless
               of whether considered and applied in a proceeding in
               equity or at law) and the rights and powers of the
               FDIC;
     
               (v) The Trust is not now, and immediately fol-
               lowing the sale of the Certificates will not be, re-
               quired to register under the  1940 Act;
     
               (vi) No consent, approval, authorization or
               order of any governmental agency or body is required
               for (A) the execution, delivery and performance by
               the Bank of its obligations under the Agreements or
               the Certificates, or (B) the issuance or sale of the
               Certificates, except for the filing of Uniform Com-
               mercial Code financing statements with respect to
               the Receivables and such consents, approvals, au-
               thorizations or orders as have already been obtained
               or made and as are in full force and effect;
     
               (vii) To the best knowledge of such counsel,
               neither the execution and delivery of the Agreements
               or the Certificates by the Bank nor the performance
               by the Bank of the transactions therein contemplated
               nor the fulfillment of the terms thereof does or
               will result in any violation of any statute or
               regulation or any order or decree of  any court or
               governmental authority binding upon the Bank or its
               property, or conflict with, or result in a breach or
               violation of any term or provision of, or result in
               a default under any of the terms and provisions of,
               the Bank's articles of association or by-laws or any
               material indenture, loan agreement or other material
               agreement to which the Bank is a party or by which
               the Bank is bound; and
     
               (viii) To the knowledge of such counsel after
               due investigation, there are no legal or govern-







                                     C-2

<PAGE>
               mental proceedings pending to which the Bank is a
               party or to which the Bank is subject which, indi-
               vidually or in the aggregate (A) would have a mate-
               rial adverse effect on the ability of the Bank to
               perform its obligations under the Agreements or the
               Certificates, (B) assert the invalidity of the
               Agreements or the Certificates or (C) seek to pre-
               vent the issuance, sale or delivery of the Certifi-
               cates or any of the transactions contemplated by the
               Agreements.
          











































                                     C-3

<PAGE>
                                                EXHIBIT D
     
     
     (FORM OF OPINION OF LANE, POWELL, SPEARS, LUBERSKY, LLP,
                SPECIAL COUNSEL TO THE BANK)
                               
     
               (Lane, Powell, Spears, Lubersky, LLP, Special
     Counsel to the Bank shall furnish its written opinion
     substantially to the effect that:)
     
               (i)  Each of the Transfer and Administra-
               tion Agreement, the Pooling and Servicing
               Agreement and the Series Supplement (collec-
               tively, the Agreements) constitutes the valid
               and binding obligation of the Bank, enforceable
               against the Bank in accordance with its terms,
               except (x) to the extent that the enforceabili-
               ty thereof may be limited by (a) bankruptcy,
               insolvency, receivership, reorganization, mora-
               torium or other similar laws now or hereafter
               in effect relating to creditors' rights gener-
               ally and the rights of creditors of national
               banks as the same may be applied in the event
               of the bankruptcy, insolvency, receivership,
               reorganization, moratorium or other similar
               event in respect of the Bank, (b) general prin-
               ciples of equity (regardless of whether en-
               forceability is considered in a proceeding at
               law or in equity) and (c) the qualification
               that certain of the remedial provisions of the
               Agreements may be unenforceable in whole or in
               part, but the inclusion of such provisions does
               not affect the validity of the Agreements taken
               as a whole, and the Agreements, together with
               applicable law, contain adequate provisions for
               the practical realization of the benefits of
               the security created thereby and (y) such coun-
               sel expresses no opinion as to the enforceabil-
               ity of any rights to contribution or indemni-
               fication which are violative of public policy
               underlying any law, rule or regulation;
     
               (ii)  The Certificates, when executed and
               authenticated in accordance with the terms of
               the Pooling and Servicing Agreement and deliv-
               ered to and paid for by the purchasers thereof,







                                     D-1

<PAGE>
               will be duly and validly issued and outstanding
               and will be entitled to the benefits of the
               Pooling and Servicing Agreement and the Series
               Supplement;
     
               (iii)  Neither the execution, delivery or
               performance by the Bank of the Agreements, nor
               the compliance by the Bank with the terms and
               provisions thereof, will contravene any provi-
               sion of any applicable law; 
     
               (iv)   Based on such counsel's review of
               applicable laws, no governmental approval,
               which has not been obtained or taken and is not
               in full force and effect, is required to autho-
               rize or is required in connection with the
               execution, delivery or performance of the
               Agreements by the Bank; and
     
               (v)  The Pooling and Servicing Agreement
               is not required to be qualified under the Trust
               Indenture Act of 1939, as amended, and the
               Trust is not required to be registered under
                              the 1940 Act.






























                                     D-2

<PAGE>
                                                EXHIBIT E
     
     
         (FORM OF OPINION OF DAVIS, GRAHAM & STUBBS,
                SPECIAL COUNSEL TO THE BANK)
                               
     
               (Davis, Graham & Stubbs, Special Counsel to the
     Bank shall furnish its written opinion substantially to
     the effect that:)
     
               We are of the opinion that the Pooling and
     Servicing Agreement, as supplemented by the Series Sup-
     plement (the Agreement), creates a valid security
     interest (as that term is defined in Section 1-201(37)
     of the Uniform Commercial Code (including the conflict of
     laws rules thereof) as in effect in each applicable
     jurisdiction (the UCC), including Colorado (the Colo-
     rado UCC)), under Article 9 of the Colorado UCC (Se-
     curity Interest) in favor of the Trustee in each Receiv-
     able (except that the Security Interest will attach only
     when the Transferor possesses rights in such Receivable). 
     The internal laws of Colorado govern the perfection by
     the filing of financing statements of the Trustee's Secu-
     rity Interest in the Receivables and the proceeds there-
     of.  The Financing Statement(s) have been filed in the
     filing office(s) located in Colorado listed in Schedule I
     hereto, which [is] [are] the only office(s) in which
     filings are required under the Colorado UCC to perfect
     the Trustee's Security Interest in the Receivables and
     the proceeds thereof, and accordingly the Trustee's Secu-
     rity Interest in each Receivable and the proceeds thereof
     will, on the date of the initial transfer under the
     Agreement, be perfected under Article 9 of the Colorado
     UCC.  All filing fees and all taxes required to be paid
     as a condition to or upon the filing of the Financing
     Statement(s) in Colorado have been paid in full.  As of
     the date hereof, there were no (i) UCC financing state-
     ments naming Transferor or any other Person as debtor,
     seller or assignor and covering any Receivables or any
     interest therein or (ii) notices of the filing of any
     federal tax lien (filed pursuant to Section 6323 of the
     Internal Revenue Code) or lien of the Pension Benefit
     Guaranty Corporation (filed pursuant to Section 4068 of
     the Employment Retirement Insurance Act) covering any
     Receivable or any interest therein.  The filing of the
     Financing Statement(s) in the filing offices listed in







                                     E-1

<PAGE>
     Schedule I will create a first priority Security Interest
     in each Receivable.  Such perfection and priority will
     continue, provided that appropriate continuation state-
     ments are timely filed where and when required under the
     UCC.

















































                                     E-2

<PAGE>
EXHIBIT F                                              
                                                         
     
        (FORM OF QUARTERLY SERVICER'S CERTIFICATE)
     
              NORDSTROM NATIONAL CREDIT BANK
     
               The undersigned, a duly authorized representa-
     tive of Nordstrom National Credit Bank (Nordstrom), as
     Servicer pursuant to the Master Pooling and Servicing
     Agreement dated as of August 14, 1996 (the Pooling and
     Servicing Agreement), between Nordstrom, as Transferor
     and Servicer, and Norwest Bank Colorado, as Trustee, as
     supplemented by a Series 1996-A Supplement dated as of
     August 14, 1996 (the Series Supplement), among
     Nordstrom, Nordstrom Credit, Inc. and the Trustee, does
     hereby certify that:
     
               1.      Capitalized terms used in this Officer's
                            Certificate have their respective meanings
                            set forth in the Pooling and Servicing
                            Agreement.
     
               2.      Nordstrom is as of the date hereof the
                            Servicer under the Pooling and Servicing
                            Agreement.
     
               3.      The undersigned is duly authorized pursu-
                            ant to the Pooling and Servicing Agreement
                            to execute and deliver this Officer's
                            Certificate to NationsBank, N.A., as ad-
                            ministrative agent under the Transfer and
                            Administration Agreement dated as of Au-
                            gust 14, 1996 (the Transfer and Adminis-
                            tration Agreement) by and among
                            Nordstrom, Enterprise Funding Corporation
                            and NationsBank, N.A.
     
               4.      This certificate is delivered pursuant to
                            Section 3.7 of the Transfer and Adminis-
                            tration Agreement.
     
               5.      A review of the activities of the Servicer
                            during the calendar quarter ended ______
                            __,      and of its performance under the
                            Transfer and Administration Agreement, the
                            Pooling and Servicing Agreement and the
                            Series Supplement was made under my super-
                            vision.





                                    F-1     

<PAGE>
               6.      Based on such review, to the best of the
                            undersigned's knowledge, the Servicer has
                            fully performed all its obligations under
                            the Transfer and Administration Agreement,
                            the Pooling and Servicing Agreement and
                            the Series Supplement throughout such cal-
                            endar quarter and no event which, with the
                            giving of notice or passage of time or
                            both, would constitute a Termination Event
                            or Servicer Default has occurred or is
                            continuing except as set forth in para-
                            graph 7 below.
     
               7.      The following is a description of each
                            Termination Event or Servicer Default
                            under the provisions of the Transfer and
                            Administration Agreement, the Pooling and
                            Servicing Agreement and the Series Supple-
                            ment known to me to have been made during
                            the calendar quarter ended ______ __,
                            ____, which sets forth in detail the (i)
                            nature of each such Termination Event or
                            Servicer Default, (ii) the action taken by
                            the Servicer, if any, to remedy each such
                            Termination Event or Servicer Default and
                            (iii) the current status of each such
                            Termination Event or Servicer Default:
     
     
               IN WITNESS WHEREOF, the undersigned, a duly
     authorized officer of the Servicer, has duly executed
     this Certificate this ___ day of __________, ____.
     
     
                                             By:________________________
                                                  Name:
                                                  Title:
     
          















                                     F-2

<PAGE>
                                                              EXHIBIT G
     
      (FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT)
     
     
               Reference is made to the Transfer and Adminis-
     tration Agreement dated as of August 14, 1996, as it may
     be amended or otherwise modified from time to time (as so
     amended or modified, the Agreement), by and among
     Nordstrom National Credit Bank, Enterprise Funding Corpo-
     ration and NationsBank, N.A.  Terms defined in the Agree-
     ment are used herein with the same meaning.
     
               (NAME OF ASSIGNOR), in its capacity as (the
     Company) (a Bank Investor) under the Agreement (the "As-
     signor") and (NAME OF ASSIGNEE) (the "Assignee") agree as
     follows:
     
                        1.  .     
     The Assignor hereby sells and assigns to the Assignee,
     and the Assignee hereby purchases and assumes from the
     Assignor, a (_______)% interest in and to all of the
     Assignor's rights and obligations under the Agreement as
     of the date hereof (including, without limitation, such
     percentage interest in all of the Net Investment of the
     Bank Investor with respect to which the Assignor is a
     member, which (after giving effect to any other assign-
     ments thereof made prior to the date hereof, whether or
     not such assignments have been effective, but without
     giving effect to any other assignments thereof also made
     on the date hereof) is $___________).)
     
               (2.  In consideration of the payment of $___________, being
     ___% of the existing (aggregate) Net Investment attribut-
     able to the portion(s) of the Investor Interest referred
     to below, and of $___________, being ___% of the (aggregate) unpaid
     accrued Carrying Costs attributable to such
     portion(s) of such Investor Interest, receipt of which
     payment is hereby acknowledged, the Assignor hereby
     assigns to the Agent for the account of the Assignee, and
     the Assignee hereby purchases from the Assignor, a ___%
     interest in and to all of the Assignor's right, title and
     interest in and to the portion(s) of the Investor Interest purchased
     by the undersigned on _______________, 19__
     under the Agreement.)









                                     G-1     

<PAGE>
               3.   The Assignor (i) represents and warrants
     that it is the legal and beneficial owner of the interest
     being assigned by it hereunder and that such interest is
     free and clear of any Lien created by it; (ii) makes no
     representation or warranty and assumes no responsibility
     with respect to any statements, warranties or representa-
     tions made in or in connection with the Agreement or any
     other instrument or document furnished pursuant thereto
     or the execution, legality, validity, enforceability,
     genuineness, sufficiency or value of the Agreement or the
     Investor Certificates, or any other instrument or docu-
     ment furnished pursuant thereto; and (iii) makes no
     representation or warranty and assumes no responsibility
     with respect to the financial condition of the Transferor
     or the performance or observance by the Transferor of any
     of its obligations under the Agreement, the Investor
     Certificates, or any instrument or document furnished
     pursuant thereto.
     
               4.   The Assignee (i) confirms that it has
     received a copy of the Agreement, the pertinent Investor
     Certificate and the Fee Letter, together with copies of
     the financial statements referred to in Section 3.3 of
     the Agreement, to the extent delivered through the date
     of this Assignment and Assumption Agreement, and such
     other documents and information as it has deemed appro-
     priate to make its own credit analysis and decision to
     enter into this Assignment and Assumption Agreement and
     purchase such interest in the Assignor's rights and
     obligations under the Agreement; (ii) agrees that it
     will, independently and without reliance upon the Agent
     or any of its Affiliates, the Assignor or any other Bank
     Investor and based on such documents and information as
     it shall deem appropriate at the time, continue to make
     its own credit decisions in taking or not taking action
     under the Agreement, the pertinent Investor Certificate
     and the Fee Letter; (iii) appoints and authorizes the
     Agent to take such action as agent on its behalf and to
     exercise such power under the Agreement, the Investor
     Certificates and the Fee Letter as are delegated to the
     Agent by the terms thereof, together with such powers as
     are reasonably incidental thereto; (iv) appoints the
     Agent to enforce its respective rights and interests in
     and under the Trust Property in accordance with Article V
     of the Agreement; (v) agrees that it will perform in
     accordance with their terms all of the obligations which
     by the terms of the Agreement are required to be per-







                                     G-2

<PAGE>
     formed by it as a Bank Investor; (vi) specifies as its
     address for notices and its account for payments the
     office and account set forth beneath its name on the
     signature pages hereof; and (vii) attaches the forms pre-
     scribed by the Internal Revenue Service of the United
     States of America certifying as to the Assignee's status
     for purposes of determining exemption from United States
     withholding taxes with respect to all payments to be made
     to the Assignee under the Agreement or such other docu-
     ments as are necessary to indicate that all such payments
     are subject to such rates at a rate reduced by an appli-
     cable tax treaty.
     
               5.   The effective date for this Assignment and
     Assumption Agreement shall be the later of (i) the date
     on which the Agent receives this Assignment and Assump-
     tion Agreement executed by the parties hereto, and re-
     ceives and agrees to the consent of the Transferor exe-
     cuted in substantially the form of Annex 1 hereto (the
     "Consent"), and (ii) the date of this Assignment and
     Assumption Agreement (the "Effective Date").  Following
     the execution of this Assignment and Assumption Agreement
     and the execution by the Transferor of the Consent, this
     Assignment and Assumption Agreement and such Consent will
     be delivered to the Agent for acceptance and, with re-
     spect to the Assignment and Assumption Agreement, record-
     ing by the Agent.
     
               6.   Upon such acceptance and recording, as of
     the Effective Date, (i) the Assignee shall be a party to
     the Agreement and, to the extent provided in this Assign-
     ment and Assumption Agreement, have the rights and obli-
     gations of a Bank Investor thereunder and (ii) the As-
     signor shall, to the extent provided in this Assignment
     and Assumption Agreement, relinquish its rights and be
     released from its obligations under the Agreement.
     
               7.   Upon such acceptance and recording, from
     and after the Effective Date, the Agent shall make all
     payments under the Agreement in respect of the interest
     assigned hereby (including, without limitation, all
     payments in respect of such interest in the related Net
     Investment, Carrying Costs allocable to the related Bank
     Investor and fees) to the Assignee.  The Assignor and As-
     signee shall make all appropriate adjustments in payments
     under the Agreement for periods prior to the Effective
     Date directly between themselves.







                                     G-3     

<PAGE>
               8.   This Assignment and Assumption Agreement
     shall be governed by, and construed in accordance with,
     the laws of the State of [NAME OF GOVERNING LAW STATE].
     
               IN WITNESS WHEREOF, the parties hereto have
     caused this Assignment and Assumption Agreement to be
     executed by their respective officers thereunto duly
     authorized as of the      day of         , 199_.
     
                        (NAME OF ASSIGNOR)
     
     
                        By:                              
                            Name:
                            Title:
     
                        (NAME OF ASSIGNEE)
     
     
                        By:                              
                            Name:
                            Title:
     
     
     Address for notices and Account for payments:
     
     For Credit Matters:    For Administrative Matters:
     
     (NAME),                (NAME),
     (ADDRESS)              (ADDRESS)
     Attn:                  Attn:  
     Telephone:             Telephone:  
     Telefax:               Telefax:   
     
     Account for Payments:
     
     (ACCOUNT NAME)
     (ROUTING ADDRESS)
     ABA Number:  
     Account Number:
     Attn:  
     
          











                                     G-4

<PAGE>
     Accepted this      day
     of         , 199_
     
     NATIONSBANK, N.A.
       as Agent
     
     
     By: ________________________
         Name:
              Title:












































                                     G-5

<PAGE>
                                        ANNEX 1 TO ASSIGNMENT AND
                                        ASSUMPTION AGREEMENT


               CONSENT TO ASSIGNMENT AND ASSUMPTION

                                             (DATE OF ASSIGNMENT
                                             AND ASSUMPTION)


NationsBank, N.A.
     as Agent
NationsBank Corporate Center
100 North Tryon Street, 10th Floor
Charlotte, North Carolina 28255-0001

        Reference is made to the Transfer and Administration
Agreement dated as of August 14, 1996, as it may be amended or
otherwise modified from time to time (as so amended or modified,
the "Agreement"), by and among Nordstrom National Credit Bank,
Enterprise Funding Corporation and NationsBank, N.A. and the
Assignment and Assumption Agreement dated as of (DATE OF ASSIGN-
MENT AND ASSUMPTION) (the "Assignment and Assumption") between
(NAME OF ASSIGNOR), as assignor, and (NAME OF ASSIGNEE), as
assignee.  Terms defined in the Agreement are used herein with
the same meaning.

        Each of the undersigned hereby consents to the execu-
tion, delivery and performance of the Assignment and Assumption
on the terms and conditions specified therein.

                            (NAME OF CONSENTING PARTY)

                            By:                                  
                               Name:
                               Title:

Agreed to as of the date
first above written:

NationsBank, N.A.,
  as Agent

By:                         
   Name: 
   Title:








                                     G-6

<PAGE>
                                                      EXHIBIT H


           DEFINED TERMS UNDER THE FINANCIAL COVENANTS


          "Capitalized Leases" shall mean all leases of Nordstrom
Credit, Inc. and its Subsidiaries of real or personal property
that are required to be capitalized on the balance sheet of such
Persons.  The amount of any Capitalized Lease shall be the
capitalized amount thereof.

          "Contingent Obligation" shall mean, as to any Person,
any obligation, direct or indirect, contingent or otherwise, of
such Person (i) with respect to any Debt or other obligation of
another Person, including any direct or indirect guarantee of
such Debt (other than any endorsement for collection in the
ordinary course of business) or any other direct or indirect
obligation, by agreement or otherwise, to purchase or repurchase
any such Debt or obligation or any security therefor, or to
provide funds for the payment or discharge of any such Debt or
obligation (whether in the form of loans, advances, stock pur-
chases, capital contributions or otherwise), (ii) to provide
funds to maintain the financial condition of any other Person, or
(iii) otherwise to assure or hold harmless the holders of Debt or
other obligations of another Person against loss in respect
thereof.  The amount of any Contingent Obligation under clause
(i) or (ii) shall be the greater of (a) the amount of the Debt or
obligation guaranteed or otherwise supported thereby, or (b) the
maximum amount guaranteed or supported by the Contingent Obliga-
tion.

          "Coverage Ratio" shall mean a ratio at the date at
which the determination is made determined pursuant to the
following formula, based on figures for the immediately preceding
Fiscal Quarter:

          CR   = IAFC
                  FC

          CR   = Coverage Ratio
          IAFC = Income Available for Fixed Charges
          FC   = Fixed Charges

          "Debt" shall mean, with respect to any Person, the
aggregate amount of, without duplication: (i) all obligations for








                                     H-1

<PAGE>
borrowed money; (ii) all obligations evidenced by bonds, deben-
tures, notes or other similar instruments; (iii) all obligations
to pay the deferred purchase price of property or services,
except trade accounts payable not overdue arising in the ordinary
course of business; (iv) all Capitalized Leases; (v) all obliga-
tions of others secured by a Lien on any asset owned by such
Person or Persons whether or not such obligation or liability is
assumed; (vi) all obligations of such Person or Persons, contin-
gent or otherwise, in respect of any letters of credit or bankers'
acceptances; (vii) all Contingent Obligations; and (viii)
all obligations of such Persons under facilities for the discount
or sale of receivables.

          "Fiscal Quarter" shall mean any quarter of a fiscal
year of Nordstrom Credit, Inc., which shall be the 12 month-period
ending on January 31 in each year or such other period as
Nordstrom Credit, Inc. may designate and NationsBank, N.A., as
Agent under the Transfer and Administration Agreement of which
this Exhibit H forms a part, may approve in writing.

          "Fixed Charges" shall mean total interest expense of
Nordstrom Credit, Inc. and its Subsidiaries with respect to
Liabilities, whether paid or accrued.

          "Income Available for Fixed Charges" shall mean the net
earnings of Nordstrom Credit, Inc. and its Subsidiaries, before
any deduction for Fixed Charges or provision for Taxes in respect
of income.

          "Intangible Assets" shall mean, to the extent reflected
in stockholder's equity all unamortized debt discount and ex-
pense, unamortized deferred charges, goodwill, patents, trade-
marks, service marks, trade names, copyrights, organization or
development expenses and other intangible assets of Nordstrom
Credit, Inc. and its Subsidiaries.

          "Liabilities" shall mean all liabilities of Nordstrom
Credit, Inc. and its Subsidiaries that have been or would proper-
ly be classified as liabilities on the balance sheet of Nordstrom
Credit, Inc. and its Subsidiaries.

          "Lien" shall mean any lien, mortgage, pledge, security
interest, charge, or encumbrance of any kind (including any
conditional sale or other title retention agreement or any lease
in the nature thereof) and any agreement to give or refrain from









                                     H-2

<PAGE>
giving any lien, mortgage, pledge, security interest, charge, or
other encumbrance of any kind.

          "Person" shall have the meaning set forth in Section
1.1 of the Transfer and Administration Agreement of which this
Exhibit H forms a part.

          "Subordinated Debt" shall mean, at any time, all Debt
of Nordstrom Credit, Inc. and its Subsidiaries for borrowed money
outstanding at such time that, by its terms, is subordinated both
in time and right of payment to the prior payment in full in cash
of all trade credit and the Obligations, as such term is defined
in the Credit Agreement, dated as of June 23, 1995, by and among
Nordstrom Credit, Inc., Morgan Guaranty Trust Company of New
York, Bank of America National Trust and Savings Association and
First Interstate Bank of Denver, N.A.

          "Subsidiary" shall have the meaning set forth in
Section 1.1 of the Transfer and Administration Agreement of which
this Exhibit H forms a part.

          "Tangible Net Worth" shall mean, at any time, the
stockholder's equity of Nordstrom Credit, Inc. and its Subsidiar-
ies, minus Intangible Assets at such time.

          "Taxes" shall mean any present or future income, stamp
and other taxes, charges, fees, levies, duties, imposts, with-
holdings or other assessments, together with any interest and
penalties, additions to tax and additional amounts imposed by any
federal, state, local or foreign taxing authority upon any
Person.























                                     H-3