<PAGE>



                              UNITED STATES          
                   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, 1997

[ ] 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 25, 1997:  77,317,994 shares of 
common stock.










                                 1 of 9

<PAGE>



                     NORDSTROM, INC. AND SUBSIDIARIES
                     --------------------------------
                                 INDEX
                                 -----

<TABLE>
<CAPTION>
                                                                   Page
                                                                  Number
<S>                                                               <C>

PART I.  FINANCIAL INFORMATION


    Item 1.  Financial Statements (unaudited)

        Consolidated Statements of Earnings
           Three and nine months ended
           October 31, 1997 and 1996                                 3

        Consolidated Balance Sheets
           October 31, 1997 and 1996 and 
           January 31, 1997                                          4

        Consolidated Statements of Cash Flows
           Nine months ended October 31, 1997 and 1996               5

        Notes to Consolidated Financial Statements                   6


    Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                     7


PART II.  OTHER INFORMATION


    Item 1.  Legal Proceedings                                       8


    Item 6.  Exhibits and Reports on Form 8-K                        9
</TABLE>


























                                 2 of 9

<PAGE>



                     NORDSTROM, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF EARNINGS
             (dollars in thousands except per share amounts)
                              (unaudited)

<TABLE>
<CAPTION>

                                      Three Months            Nine Months
                                    Ended October 31,      Ended October 31,
                                 --------------------- ---------------------
                                    1997       1996       1997       1996
                                 ---------- ---------- ---------- ----------
<S>                              <C>        <C>        <C>        <C>
Net sales                        $1,089,784 $  984,440 $3,396,876 $3,131,866
Costs and expenses:
  Cost of sales and related
    buying and occupancy            724,081    665,378  2,294,946  2,144,378
  Selling, general and
    administrative                  326,193    288,644    950,843    886,267
  Interest, net                       7,659      9,151     23,572     31,230
  Service charge income
    and other, net                  (27,794)   (34,469)   (82,165)  (102,723)
                                 ---------- ---------- ---------- ----------
  Total costs and expenses        1,030,139    928,704  3,187,196  2,959,152
                                 ---------- ---------- ---------- ----------

Earnings before income taxes         59,645     55,736    209,680    172,714
Income taxes                         23,500     21,700     82,600     68,000
                                 ---------- ---------- ---------- ----------
Net earnings                     $   36,145 $   34,036 $  127,080 $  104,714
                                 ========== ========== ========== ==========
Net earnings per average share
  of common stock outstanding    $      .47 $      .42 $     1.64 $     1.29
                                 ========== ========== ========== ==========
Cash dividends paid per share
  of common stock outstanding    $      .14 $     .125 $      .39 $     .375
                                 ========== ========== ========== ==========
<FN>
These statements should be read in conjunction with the Notes to 
Consolidated Financial Statements contained herein and in the Nordstrom 
1996 Annual Report to Shareholders.
</TABLE>




















                                 3 of 9

<PAGE>



                     NORDSTROM, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                          (dollars in thousands)
                               (unaudited)

<TABLE>
<CAPTION>
                                   October 31,  January 31,  October 31,
                                      1997         1997         1996
                                   ----------   ----------   ----------
<S>                                <C>          <C>          <C>
ASSETS
Current Assets:
  Cash and cash equivalents        $   19,239   $   28,284   $   11,343
  Accounts receivable, net            648,802      714,589      690,047
  Merchandise inventories           1,134,212      719,919      976,488
  Prepaid income taxes and other       76,538       69,607       67,755
                                   ----------   ----------   ----------
  Total current assets              1,878,791    1,532,399    1,745,633
Property, buildings and 
  equipment, net                    1,229,354    1,152,454    1,131,913
Other assets                           18,163       17,654       16,875
                                   ----------   ----------   ----------
TOTAL ASSETS                       $3,126,308   $2,702,507   $2,894,421
                                   ==========   ==========   ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Notes payable                    $  241,348   $  163,770   $  190,890

  Accounts payable                    555,042      310,430      473,843
  Accrued salaries, wages
    and taxes                         203,703      192,750      180,971
  Accrued expenses                     49,508       56,080       49,642
  Accrued income taxes                 10,992       13,045        6,662
  Current portion
    of long-term debt                 151,343       51,302       25,220
                                   ----------   ----------   ----------
  Total current liabilities         1,211,936      787,377      927,228
Long-term debt                        320,701      329,330      379,750
Deferred lease credits and
  other deferred items                109,642      112,608      125,893
Shareholders' equity:
  Common stock, without par value:
    250,000,000 shares authorized;
    77,314,199, 79,634,977 and
    80,182,651 shares issued 
    and outstanding                   200,241      183,398      182,662
  Retained earnings                 1,283,788    1,289,794    1,278,888
                                   ----------   ----------   ----------
  Total shareholders' equity        1,484,029    1,473,192    1,461,550
                                   ----------   ----------   ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY                           $3,126,308   $2,702,507   $2,894,421
                                   ==========   ==========   ==========
<FN>
These statements should be read in conjunction with the Notes to 
Consolidated Financial Statements contained herein and in the Nordstrom 
1996 Annual Report to Shareholders.
</TABLE>



                                  4 of 9

<PAGE>

                     NORDSTROM, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (dollars in thousands)
                               (unaudited)

<TABLE>
<CAPTION>
                                                      Nine Months
                                                    Ended October 31,
                                                   ------------------
                                                     1997      1996
                                                   --------  --------
<S>                                                <C>       <C>
OPERATING ACTIVITIES:
  Net earnings                                     $127,080  $104,714
  Adjustments to reconcile net earnings
    to net cash provided by
    operating activities:
      Depreciation and amortization                 116,364   116,878
      Change in:
        Accounts receivable, net                     65,787    17,280
        Merchandise inventories                    (414,293) (350,185)
        Prepaid income taxes and other               (6,931)      274
        Accounts payable                            244,612   196,259
        Accrued salaries, wages and taxes            10,953    (4,569)
        Accrued expenses                             (6,572)    1,808
        Income tax liabilities                       (4,093)  (16,304)
        Deferred lease credits                         (926)   22,614
                                                   --------  --------
Net cash provided by operating
  activities                                        131,981    88,769
                                                   --------  --------
INVESTING ACTIVITIES:
  Additions to property, buildings
    and equipment, net                             (192,697) (144,672)
  Other                                                (373)     (910)
                                                   --------  -------- 
Net cash used in investing activities              (193,070) (145,582)
                                                   --------  --------

FINANCING ACTIVITIES:
  Proceeds from accounts receivable 
    securitization                                      ---   186,600
  Increase (decrease) in notes payable               77,578   (41,611)
  Proceeds from issuance of long-term debt, net      91,647    57,759
  Principal payments on long-term debt                 (938)  (92,973)
  Proceeds from issuance of common stock             16,843    14,222
  Cash dividends paid                               (30,344)  (30,447)
  Purchase and retirement of common stock          (102,742)  (49,911)
                                                   --------  --------
Net cash provided by
  financing activities                               52,044    43,639
                                                   --------  --------
Net decrease in cash and cash equivalents            (9,045)  (13,174)
Cash and cash equivalents at 
  beginning of period                                28,284    24,517
                                                   --------  --------
Cash and cash equivalents at end of period         $ 19,239  $ 11,343
                                                   ========  ========
<FN>
These statements should be read in conjunction with the Notes to 
Consolidated Financial Statements contained herein and in the Nordstrom 
1996 Annual Report to Shareholders.
</TABLE>

                                 5 of 9

<PAGE>



                     NORDSTROM, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (dollars in thousands)
                                (unaudited)


Note 1:

The consolidated balance sheets of Nordstrom, Inc. and subsidiaries (the 
"Company") as of October 31, 1997 and 1996, and the related consolidated 
statements of earnings and cash flows for the periods then ended, have been 
prepared from the accounts without audit.

The consolidated financial information is applicable to interim periods 
and is not necessarily indicative of the results to be expected for the 
year ending January 31, 1998.

It is not considered necessary to include detailed footnote information 
as of October 31, 1997 and 1996.  The financial information should be read 
in conjunction with the Notes to Consolidated Financial Statements 
contained in the Nordstrom 1996 Annual Report to Shareholders.

In the opinion of management, the consolidated financial information 
includes all adjustments (consisting only of normal, recurring 
adjustments) necessary to present fairly the financial position of 
Nordstrom, Inc. and subsidiaries as of October 31, 1997 and 1996, and the 
results of their operations and cash flows for the periods then ended, 
in accordance with generally accepted accounting principles applied on a 
consistent basis.

Note 2:  The summarized unaudited combined results of operations of
         Nordstrom Credit, Inc. and Nordstrom National Credit Bank are 
         as follows:

<TABLE>
<CAPTION>
                                 Three Months          Nine Months
                               Ended October 31,    Ended October 31,
                                1997      1996       1997      1996
                              --------  --------   --------  --------
<S>                            <C>       <C>        <C>      <C>
 Total revenue                 $30,841   $34,780    $93,262  $113,144
 Earnings before income
   taxes                        12,487    14,663     32,160    36,589
 Net earnings                    7,853     9,573     20,256    23,429
</TABLE>

Note 3:

Statement of Financial Accounting Standards No. 128, which will be effective for
earnings per share calculations after December 15, 1997, will not significantly
affect the calculation of the Company's earnings per share.










                                 6 of 9

<PAGE>




I
tem 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion should be read in conjunction with the Management
Discussion and Analysis section of the Nordstrom 1996 Annual Report to
Shareholders.

Results of Operations:
- ----------------------
During the third quarter of 1997, sales increased 10.7% when compared with the
same quarter in 1996.  For the nine-month period, sales increased 8.5%
compared to the same period in 1996.  Comparable store sales increased by
4.7% for the quarter and 3.6% for the nine-month period, with the remainder of
the increase coming from new units and from the Company's direct sales catalog
division.  The positive trend in comparable store sales results reflects steady
improvements in the Company's women's apparel departments.  Comparable store
sales increases have remained strong in the fourth quarter.

Cost of sales and related buying and occupancy costs decreased as a percentage 
of sales for the quarter and nine-month period as compared to the
corresponding periods in 1996.  For the quarter and nine-month period, the
decrease was due primarily to higher merchandise margins resulting from higher
markups and lower markdowns.  Occupancy costs decreased as a percentage of
sales for the quarter and nine-month period, due primarily to leverage
achieved through comparable store sales growth, which was partially offset by
increases attributable to new store openings.

Selling, general and administrative expenses increased as a percentage of 
sales during the quarter as compared to the corresponding period in 1996 due
primarily to higher sales promotion costs for the Company's direct sales
catalog division as well as new store openings.  The increase was partially
offset by decreased employee benefit costs and credit expenses.  Selling,
general and administrative expenses decreased as a percentage of sales during
the nine-month period as compared to the corresponding period in 1996.  The
decrease is due primarily to reduced bad debt expense as a result of the
securitization of the Company's VISA credit card receivables in August 1996
and a decrease in employee benefit costs.  These decreases were partially
offset by higher sales promotion costs for the Company's direct sales catalog
division.

For the quarter and the nine-month period, interest expense decreased as a
percentage of sales when compared to the corresponding periods in 1996, due
primarily to lower levels of short-term debt outstanding as a result of the
securitization of the Company's VISA credit card receivables.

Service charge income and other, net decreased as a percentage of sales for
the quarter compared to the corresponding period in 1996.  The decrease is due
primarily to net losses from market value adjustments to the portions of the
securitized VISA receivables owned by the Company, compared to net gains in
the prior year.  Also, in 1996 there was a gain on the sale of equipment
totaling $3.1 million ($.02 per share after income taxes).  For the nine-month
period, service charge income and other, net decreased as a percentage of
sales when compared to the corresponding period in 1996 due primarily to a
reduction in revenues from the Company's VISA card program as a result of the 
securitization of these receivables in August 1996.



                                 7 of 9

<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.)


Financial Condition:
- --------------------
During the first quarter of 1997, Nordstrom Credit, Inc. filed a shelf
registration statement on Form S-3 to register up to $250 million in debt
securities, and issued $92.4 million in medium-term notes under the
registration.

On July 24, 1997, the Company entered into a revolving line of credit
agreement with a group of commercial banks which provides for borrowings of up
to $200 million and expires in July 2002.  There are no borrowings on the line 
of credit at October 31, 1997.

On October 2, 1997, the Company established a new $200 million commercial
paper program.  The revolving line of credit is available as liquidity support
for the commercial paper program.

The Company's working capital at October 31, 1997 decreased when compared to
October 31, 1996 due primarily to an increase in the current portion of long-
term debt and short-term debt.

In April, 1997, the Company completed its second repurchase of $100 million of
its outstanding common stock as approved by the Board of Directors at its
November 1996 meeting.  To date, the Company has purchased $24.6 million of a
third $100 million stock repurchase authorized in February, 1997.

During the quarter, the Company opened three new full-line stores at Roosevelt
Field on Long Island, New York, Westfarms Mall in West Hartford, Connecticut
and Beachwood Place in Cleveland, Ohio.  The Company also opened a Rack at The
Mall at the Source in Hempstead, New York, and two Faconnable boutiques; one
in Beverly Hills, California and another in Costa Mesa, California.
Construction is progressing as planned on new stores scheduled to open in 1998.


 
                      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.















                                 8 of 9

<PAGE>




Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

(a)  Exhibits
     --------
     (10.1)  Commercial Paper Dealer Agreement dated October 2, 1997 between
             Registrant and Bancamerica Securities, Inc. is filed herein as
             an Exhibit.

     (10.2)  Commercial Paper Agreement dated October 2, 1997 between
             Registrant and Credit Suisse First Boston Corporation is filed
             herein as an Exhibit.

     (10.3)  Issuing and Paying Agency Agreement dated October 2, 1997 between
             Registrant and First Trust of New York, N.A. is filed herein as
             an Exhibit.

     (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:  December 9, 1997
- ------------------------





                                 9 of 9

<PAGE>

NORDSTROM, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>

Exhibit Index

Exhibit                                     Method of Filing
- -------                                     ----------------
<S>                                         <C>
10.1  Commercial Paper Dealer               Filed herewith electronically
      Agreement dated October 2, 1997
      between Registrant and Bancamerica
      Securities, Inc.

10.2  Commercial Paper Agreement            Filed herewith electronically
      dated October 2, 1997 between
      Registrant and Credit Suisse First
      Boston Corporation

10.3  Issuing and Paying Agency Agreement   Filed herewith electronically
      dated October 2, 1997 between
      Registrant and First Trust of New
      York, N.A.

27.1  Financial Data Schedule               Filed herewith electronically
</TABLE>








<PAGE>




                              COMMERCIAL PAPER
                              DEALER AGREEMENT



                                   between



                          NORDSTROM, INC., as Issuer

                                     and

                    BANCAMERICA SECURITIES, INC., as Dealer




        Concerning Notes to be issued pursuant to an Issuing and Paying Agency 
Agreement dated as of October 2, 1997 between the Issuer and First Trust of 
New York, National Association, as Issuing and Paying Agent



                                Dated as of 

                              October 2, 1997


<PAGE>


                     COMMERCIAL PAPER DEALER AGREEMENT


    This agreement ("Agreement") sets forth the understandings between the 
Issuer and the Dealer, each named on the cover page hereof, in connection with 
the issuance and sale by the Issuer of its short-term promissory notes through 
the Dealer (the "Notes").

    Certain terms used in this Agreement are defined in Section 6 hereof.

    The Addendum to this Agreement, and any Annexes or Exhibits described in 
this Agreement or such Addendum, are hereby incorporated into this Agreement 
and made fully a part hereof.

1.     Issuance and Sale of Notes.

1.1     While (i) the Issuer has and shall have no obligation to sell the 
Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes 
for the account of the Issuer, and (ii) the Dealer has and shall have no 
obligation to purchase the Notes from the Issuer or to arrange any sale of the 
Notes for the account
 of the Issuer, the parties hereto agree that in any case 
where the Dealer purchases Notes from the Issuer, or arranges for the sale of 
Notes by the Issuer, such Notes will be purchased or sold by the Dealer in 
reliance on the representations, warranties, covenants and agreements of the 
Issuer contained herein or made pursuant hereto and on the terms and 
conditions and in the manner provided herein.

1.2     So long as this Agreement shall remain in effect, the Issuer shall 
not, without the consent of the Dealer, offer, solicit or accept offers to 
purchase, or sell, any Notes or notes substantially similar to the Notes in 
reliance upon the exemption from registration under the Securities Act 
contained in Section 3(a)(3) thereof, except (a) in transactions with one or 
more dealers which may from time to time after the date hereof become dealers 
with respect to the Notes by executing with the Issuer one or more agreements 
substantially similar to this Agreement, of which the Issuer hereby undertakes 
to provide the Dealer prompt notice, (b) in transactions with the other 
dealers listed on the Addendum hereto, which are executing agreements with the 
Issuer substantially similar to this Agreement contemporaneously herewith or 
(c) directly on its own behalf in transactions with persons other than broker-
dealers with respect to which no commission is payable.

1.3     The Notes shall be in a minimum denomination or minimum amount, 
whichever is applicable, of $100,000 or integral multiples of $1,000 in excess 
thereof, will bear such interest rates, if interest bearing, or will be sold 
at such discount from their face amounts, as shall be agreed upon by the 
Dealer and the Issuer; shall have a maturity not exceeding 270 days from the 
date of issuance (exclusive of days of grace); and shall not contain any 
provision 

                                      2

<PAGE>


for extension, renewal or automatic "rollover."  The Notes shall be issued in 
the ordinary course of the Issuer's business.

1.4     The authentication, delivery and payment of the Notes shall be 
effected in accordance with the Issuing and Paying Agency Agreement and the 
Notes shall be either individual bearer physical certificates or represented 
by book-entry Notes registered in the name of DTC or its nominee in the form 
or forms annexed to the Issuing and Paying Agency Agreement. 1

1.5     If the Issuer and the Dealer shall agree on the terms of the purchase 
of any Note by the Dealer or the sale of any Note arranged by the Dealer 
(including, but not limited to, agreement with respect to the date of issue, 
purchase price, principal amount, maturity and interest rate (in the case of 
interest-bearing Notes) or discount thereof (in the case of Notes issued on a 
discount basis), and appropriate compensation for the Dealer's services 
hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be 
issued and delivered in accordance with the terms of the Issuing and Paying 
Agency Agreement and payment for such Note shall be made by the purchaser 
thereof, either directly or through the Dealer, to the Issuer.  Except as 
otherwise agreed, in the event that the Dealer is acting as an agent and a 
customer shall either fail to accept delivery of or make payment for a Note on 
the date fixed for settlement, the Dealer shall promptly notify the Issuer, 
and if the Dealer has theretofore paid the Issuer for the Note, the Issuer 
will promptly return such funds to the Dealer against its return of the Note 
to the Issuer, in the case of a certificated Note, and upon notice of such 
failure in the case of a book-entry Note.  If such failure occurred for any 
reason other than default by the Dealer, the Issuer shall reimburse the Dealer 
on an equitable basis for the Dealer's loss of the use of such funds for the 
period such funds were credited to the Issuer's account.


2.     Representations and Warranties of Issuer.

The Issuer represents and warrants that:

2.1     The Issuer is a corporation duly organized, validly existing and in 
good standing under the laws of the jurisdiction of its incorporation and has 
all the requisite power and authority to execute, deliver and perform its 
obligations under the Notes, this Agreement and the Issuing and Paying Agency 
Agreement.

2.2     This Agreement and the Issuing and Paying Agency Agreement have been 
duly authorized, executed and delivered by the Issuer and constitute legal, 
valid and binding obligations of the Issuer enforceable against the Issuer in 
accordance with their terms subject
- ------------------------------------------------
1 If the form or forms of Notes are not annexed to the Issuing and Paying 
Agency Agreement they should be annexed to this Agreement or delivered to the 
Dealer, with appropriate certification by the Secretary of the Issuer, 
pursuant to section 3.6 of  the Agreement.

                                      3

<PAGE>


to applicable bankruptcy, insolvency and similar laws affecting creditors' 
rights generally, and subject, as to enforceability, to general principles of 
equity (regardless of whether enforcement is sought in a proceeding in equity 
or at law).

2.3     The Notes have been duly authorized, and when issued and delivered as 
provided in the Issuing and Paying Agency Agreement, will be duly and validly 
issued and delivered and will constitute legal, valid and binding obligations 
of the Issuer enforceable against the Issuer in accordance with their terms 
subject to applicable bankruptcy, insolvency and similar laws affecting 
creditors' rights generally, and subject, as to enforceability, to general 
principles of equity (regardless of whether enforcement is sought in a 
proceeding in equity or at law).

2.4     The Notes are not required to be registered under the Securities Act, 
pursuant to the exemption from registration contained in Section 3(a)(3) 
thereof, and no indenture in respect of the Notes is required to be qualified 
under the Trust Indenture Act of 1939, as amended; and the Notes are and will 
be rated as "prime quality" commercial paper by at least one nationally 
recognized statistical rating organization and will rank at least pari passu 
with all other unsecured and unsubordinated indebtedness of the Issuer.

2.5     No consent or action of, or filing or registration with, any 
governmental or public regulatory body or authority, including the SEC, is 
required to authorize, or is otherwise required in connection with the 
execution, delivery or performance of, this Agreement, the Notes or the 
Issuing and Paying Agency Agreement, except as may be required by the 
securities or Blue Sky laws of the various states in connection with the offer 
and sale of the Notes.

2.6     Neither the execution and delivery of this Agreement and the Issuing 
and Paying Agency Agreement, nor the issuance and delivery of the Notes in 
accordance with the Issuing and Paying Agency Agreement, nor the fulfillment 
of or compliance with the terms and provisions hereof or thereof by the 
Issuer, will (i) result in the creation or imposition of any mortgage, lien, 
charge or encumbrance of any nature whatsoever upon any of the properties or 
assets of the Issuer, or (ii) violate or result in a breach or an event of 
default under any of the terms of the Issuer's charter documents or by-laws, 
any contract or instrument to which the Issuer is a party or by which it or 
its property is bound, or any law or regulation, or any order, writ, 
injunction or decree of any court or government instrumentality, to which the 
Issuer is subject or by which it or its property is bound, which breach or 
event of default might have a material adverse effect on the condition 
(financial or otherwise), operations or business prospects of the Issuer or 
the ability of the Issuer to perform its obligations under this Agreement, the 
Notes or the Issuing and Paying Agency Agreement.

2.7     The Issuer will not be default of any of its obligations hereunder, 
under the Notes or under the Issuing and Paying Agency Agreement, at any time 
that any of the Notes are outstanding.

                                      4

<PAGE>


2.8     There is no litigation or governmental proceeding pending, or to the 
knowledge of the Issuer threatened, against or affecting the Issuer or any of 
its subsidiaries which might result in a material adverse change in the 
condition (financial or otherwise), operations or business prospects of the 
Issuer or the ability of the Issuer to perform its obligations under this 
Agreement, the Notes or the Issuing and Paying Agency Agreement.

2.9     The Issuer is not an "investment company" or an entity "controlled" by 
an "investment company" within the meaning of the Investment Company Act of 
1940, as amended.

2.10     Neither the Offering Materials nor the Company Information contains 
any untrue statement of a material fact or omits to state a material fact 
required to be stated therein or necessary to make the statements therein, in 
light of the circumstances under which they were made, not misleading.

2.11     Each (a) issuance of Notes by the Issuer hereunder and (b) amendment 
or supplement of the Offering Materials shall be deemed a representation and 
warranty by the Issuer to the Dealer, as of the date thereof, that, both 
before and after giving effect to such issuance, and after giving effect to 
such amendment or supplement, (i) the representations and warranties given by 
the Issuer set forth above in this Section 2 remain true and correct on and as 
of such date as if made on and as of such date, (ii) in the case of an 
issuance of Notes, the Notes being issued on such date have been duly and 
validly issued and constitute legal, valid and binding obligations of the 
Issuer, enforceable against the Issuer in accordance with their terms, subject 
to applicable bankruptcy, insolvency and similar laws affecting creditors' 
rights generally and subject, as to enforceability, to general principles of 
equity (regardless of whether enforcement is sought in a proceeding in equity 
or at law), (iii) in the case of an issuance of Notes, since the date of the 
most recent Offering Materials, there has been no material adverse change in 
the condition (financial or otherwise), operations or business prospects of 
the Issuer which has not been disclosed to the Dealer in writing, and (iv) the 
Issuer is not in default of any of its obligations hereunder, under the Notes 
or under the Issuing and Paying Agency Agreement.


3.     Covenants and Agreements of Issuer.

The Issuer covenants and agrees that:

3.1     The Issuer will give the Dealer prompt notice (but in any event prior 
to any subsequent issuance of Notes hereunder) of any amendment to, 
modification of, or waiver with respect to, the Notes or the Issuing and 
Paying Agency Agreement, including a complete copy of any such amendment, 
modification or waiver.

                                      5

<PAGE>


3.2     The Issuer shall, whenever there shall occur any change in the 
Issuer's condition (financial or otherwise), operations or business prospects 
or any development or occurrence in relation to the Issuer that would be 
material to holders of the Notes or potential holders of the Notes (including 
any downgrading or receipt of any notice of intended or potential downgrading 
or notice of any review for potential change in the rating accorded any of the 
Issuer's securities by any nationally recognized statistical rating 
organization which has published a rating of the Notes), promptly, and in any 
event prior to any subsequent issuance of Notes hereunder, notify the Dealer 
(by telephone, confirmed in writing) of such change, development, or 
occurrence.

3.3     The Issuer shall from time to time furnish to the Dealer such 
information as the Dealer may reasonably request including, without 
limitation, any press releases or material provided by the Issuer to any 
national securities exchange or rating agency, regarding (i) the Issuer's 
operations and financial condition, (ii) the due authorization and execution 
of the Notes, and (iii) the Issuer's ability to pay the Notes as they mature.

3.4     The Issuer will take all such action as the Dealer may reasonably 
request to ensure that each offer and each sale of the Notes will comply with 
any applicable state Blue Sky laws; provided, that the Issuer shall not be 
obligated to file any general consent to service of process or to qualify as a 
foreign corporation in any jurisdiction in which it is not so qualified or 
subject itself to taxation in respect of doing business in any jurisdiction in 
which it is not otherwise so subject.

3.5     The Issuer will use the proceeds of the each sale of the Notes for 
"current transactions" within the meaning of Section 3(a)(3) of the Securities 
Act.

3.6     The Issuer shall not issue Notes hereunder until the Dealer shall have 
received (a) an opinion of counsel to the Issuer, addressed to the Dealer, 
substantially in the form attached hereto, (b) a copy of the executed Issuing 
and Paying Agency Agreement as then in effect, (c) a copy of resolutions 
adopted by the Board of Directors of the Issuer, satisfactory in form and 
substance to the Dealer and certified by the Secretary or similar officer of 
the Issuer authorizing the execution and delivery by the Issuer of this 
Agreement, the Notes and the Issuing and Paying Agency Agreement and 
consummation by the Issuer of the transactions contemplated hereby and 
thereby, (d) prior to the issuance of any Notes represented by a book-entry 
Note registered in the name of DTC or its nominee, a copy of the executed 
Letter of Representations among the Issuer, the Issuing and Paying Agent and 
DTC, and (e) such other certificates, letters, opinions and documents as the 
Dealer shall have reasonably requested.

3.7     The Issuer shall reimburse the Dealer for all of the Dealer's out-of-
pocket expenses related to this Agreement, including expenses incurred in 
connection with its preparation and negotiation, and the transactions 
contemplated hereby (including, but not 

                                      6

<PAGE>


limited to, the printing and distribution of the Offering Materials and any 
advertising expense), and, if applicable, for the reasonable fees and out-of-
pocket expenses of the Dealer's counsel.


4.     Disclosure.

4.1     Offering Materials which may be provided to purchasers and prospective 
purchasers of the Notes shall be prepared for use in connection with the 
transactions contemplated by this Agreement.  The Offering Materials and their 
contents (other than the Dealer Information) shall be the sole responsibility 
of the Issuer.  The Issuer authorizes the Dealer to distribute the Offering 
Materials as the Dealer shall see fit.

4.2     The Issuer agrees promptly to furnish the Dealer the Company 
Information as it becomes available.

4.3    (a)  The Issuer further agrees to notify the Dealer promptly upon 
the occurrence of any event relating to or affecting the Issuer that would 
cause the Offering Materials then in existence to include an untrue statement 
of material fact or to omit to state a material fact necessary in order to 
make the statements contained therein, in light of the circumstances under 
which they are made, not misleading.
        
        (b)  In the event that the Dealer notifies the Issuer that it then has 
Notes it is holding in inventory, the Issuer agrees promptly to supplement or 
amend the Offering Materials so that such Offering Materials, as amended or 
supplemented, shall not contain an untrue statement of a material fact or omit 
to state a material fact necessary in order to make the statements therein, in 
light of the circumstances under which they were made, not misleading, and the 
Issuer shall make such supplement or amendment available to the Dealer and 
prospective holders of the Notes.

        (c)  In the event that (i) the Dealer does not notify the Issuer that 
it is then holding Notes in inventory and (ii) the Issuer chooses not to 
promptly amend or supplement the Offering Materials in the manner described in 
clause (b) above, then all solicitations and sales of Notes shall be suspended 
until such time as the Issuer has so amended or supplemented the Offering 
Materials, and made such amendment or supplement available to the Dealer and 
prospective holders of the Notes.


5.     Indemnification and Contribution.

5.1     The Issuer will indemnify and hold harmless the Dealer, each 
individual, corporation, partnership, trust, association or other entity 
controlling the Dealer, any affiliate of the Dealer or any such controlling 
entity and their respective directors, officers, employees, partners, 
incorporators, shareholders, servants, trustees and agents (hereinafter the

                                      7

<PAGE>


"Indemnitees") against any and all liabilities, penalties, suits, causes of 
action, losses, damages, claims, costs and expenses (including reasonable fees 
and disbursements of counsel) or judgments of whatever kind or nature (each a 
"Claim"), imposed upon, incurred by or asserted against the Indemnitees 
arising out of or based upon (i) any allegation that the Offering Materials, 
the Company Information or any information provided by the Issuer to the 
Dealer includes an untrue statement of a material fact or omits to state any 
material fact necessary to make the statements therein, in light of the 
circumstances under which they were made, not misleading or (ii) arising out 
of or based upon the breach by the Issuer of any agreement, covenant or 
representation made in or pursuant to this Agreement.  This indemnification 
shall not apply to the extent that the Claim arises out of or is based upon 
Dealer Information.

5.2     Provisions relating to claims made for indemnification under this 
Section 5 are set forth on Exhibit A to this Agreement.

5.3     In order to provide for just and equitable contribution in 
circumstances in which the indemnification provided for in this Section 5 is 
held to be unavailable or insufficient to hold harmless the Indemnitees, 
although applicable in accordance with the terms of this Section 5, the Issuer 
shall contribute to the aggregate costs incurred by the Dealer in connection 
with any Claim in the proportion of the respective economic interests of the 
Issuer and the Dealer.  The respective economic interests shall be calculated 
by reference to the aggregate proceeds to the Issuer of the Notes issued 
hereunder and the aggregate commissions and fees earned by the Dealer 
hereunder.


6.     Definitions.

6.1     "Claim" shall have the meaning set forth in Section 5.1.

6.2     "Company Information" at any given time shall mean the Offering 
Materials together with, to the extent applicable, (i) the Issuer's most 
recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 
8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the 
Issuer's most recent annual audited financial statements and each interim 
financial statement or report prepared subsequent thereto, if not included in 
item (i) above, (iii) the Issuer's and its affiliates' other publicly 
available recent reports, including, but not limited to, any publicly 
available filings or reports provided to their respective shareholders, (iv) 
any other information or disclosure prepared pursuant to Section 4.3 hereof 
and (v) any information prepared or approved by the Issuer for dissemination 
to investors or potential investors in the Notes.

6.3     "Dealer Information" shall mean material concerning the Dealer and 
provided by the Dealer in writing expressly for inclusion in the Offering 
Materials.

                                      8

<PAGE>


6.4     "DTC" shall mean The Depository Trust Company.

6.5     "Indemnitee" shall have the meaning set forth in Section 5.1.

6.6     "Issuing and Paying Agency Agreement" shall mean the issuing and 
paying agency agreement described on the cover page of this Agreement, as such 
agreement may be amended or supplemented from time to time.

6.7     "Issuing and Paying Agent" shall mean the party designated as such on 
the cover page of this Agreement, as issuing and paying agent under the 
Issuing and Paying Agency Agreement.

6.8     "Offering Materials" shall mean offering materials prepared by the 
Company in accordance with Section 4, which may be provided to purchasers and 
prospective purchasers of the Notes, and shall include amendments and 
supplements thereto which may be prepared from time to time in accordance with 
this Agreement.

6.9     "SEC" shall mean the U.S. Securities and Exchange Commission.

6.10     "Securities Act" shall mean the U.S. Securities Act of 1933, as 
amended.


7.     General

7.1     Unless otherwise expressly provided herein, all notices under this 
Agreement to parties hereto shall be in writing and shall be effective when 
received at the address of the respective party set forth in the Addendum to 
this Agreement.

7.2     This Agreement shall be governed by and construed in accordance with 
the laws of the State of New York, without regard to its conflict of laws 
provisions.

7.3     The Issuer agrees that any suit, action or proceeding brought by the 
Issuer against the Dealer in connection with or arising out of this Agreement 
or the Notes or the offer and sale of the Notes shall be brought solely in the 
United States federal courts located in the borough of Manhattan or the courts 
of the State of New York located in the Borough of Manhattan.  THE ISSUER 
WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH 
RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

7.4     This Agreement may be terminated, at any time, by the Issuer, upon one 
business day's prior notice to such effect to the Dealer, or by the Dealer 
upon one business day's prior notice to such effect to the Issuer.  Any such 
termination, however, shall not affect the obligations of the Issuer under 
Sections 3.7, 5 and 7.3 hereof or the respective

                                      9

<PAGE>


representations, warranties, agreements, covenants, rights or responsibilities 
of the parties made or arising prior to the termination of this Agreement.

7.5     This Agreement is not assignable by either party hereto without the 
written consent of the other party; provided, however, that the Dealer may 
assign its rights and obligations under this Agreement to any wholly-owned 
subsidiary of the ultimate parent company of the Dealer.

7.6     This Agreement may be signed in any number of counterparts, each of 
which shall be an original, with the same effect as if the signatures thereto 
and hereto were upon the same instrument.

7.7    This Agreement is for the exclusive benefit of the parties hereto, and 
their respective permitted successors and assigns hereunder, and shall not be 
deemed to give any legal or equitable right, remedy or claim to any other 
person whatsoever.

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed as of the date and year first above written.





                                                  NORDSTROM, INC., as Issuer

                                            By: /s/ John A. Goesling
                                                --------------------------
                                            Name:   John A. Goesling
                                            Title:  Executive Vice-President





    BANCAMERICA SECURITIES, INC., as
    Dealer

    By: /s/ Paul J. Kline
        ------------------
    Name:   Paul J. Kline
    Title:  Associate Director

                                      10


<PAGE>


    ADDENDUM 2

        The following additional clauses shall apply to the Agreement and be 
deemed a part thereof, when the respective parties have placed their initals 
in the left margin beside the respective paragraph number.

8. The other dealers referred to in clause (b) of Section 1.2 of the Agreement 
are: Credit Suisse First Boston Corp.

9.     The following Section 3.8 is hereby added to the Agreement:

    3.7    Without limiting any obligation of the Issuer pursuant to this 
Agreement to provide the Dealer with credit and financial information, the 
Issuer hereby acknowledges and agrees that the Dealer may share the Company 
Information and any other information or matters relating to the Issuer or the 
transactions contemplated hereby with affiliates of the Dealer, including, but 
not limited to, Bank of America National Trust and Savings Association and 
that such affiliates may likewise share information relating to the Issuer or 
such transactions with the Dealer.

10.     The addresses of the respective parties for purposes of notices under 
Section 7.1 are as follows:

    For the Issuer:     Nordstrom, Inc.    

            Address:    1321 Second Avenue
                        Seattle, WA 98101
            Attention:  Treasurer
            Telephone number: (206) 233-6303
            Fax number: (206) 233-6339

    For the Dealer:     BancAmerica Securities, Inc.

            Address:    Money Market Origination #8826
                        555 California Street
                        San Francisco, California 94104
            Attention:  Manager
            Telephone number: (415) 953-7881
            Fax number: (415) 622-3429

- ----------------------------------------------
2 There may be added to this Addendum any changes or additions to the model 
Agreement, as agreed between the parties.

                                      11

<PAGE>


                                                                   EXHIBIT A




                         FURTHER PROVISIONS RELATING
                             TO INDEMNIFICATION



    (a)    The Issuer agrees to reimburse each Indemnitee for all expenses 
(including reasonable fees and disbursements of internal and external counsel) 
as they are incurred by it in connection with investigating or defending any 
loss, claim, damage, liability or action in respect of which indemnification 
may be sought under Section 5 of the Agreement (whether or not it is a party 
to any such proceedings).

    (b)    Promptly after receipt by an Indemnitee of notice of the existence 
of a Claim, such Indemnitee will, if a claim in respect thereof is to be made 
against the Issuer, notify the Issuer in writing of the existence thereof; 
provided that (i) the omission so to notify the Issuer will not relieve it 
from any liability which it may have hereunder unless and except to the extent 
it did not otherwise learn of such Claim and such failure results in the 
forfeiture by the Issuer of substantial rights and defenses, and (ii) the 
omission so to notify the Issuer will not relieve it from liability which it 
may have to an Indemnitee otherwise than on account of this indemnity 
agreement.  In case any such Claim is made against any Indemnitee and it 
notifies the Issuer of the existence thereof, the Issuer will be entitled to 
participate therein, and to the extent that it may elect by written notice 
delivered to the Indemnitee, to assume the defense thereof, with counsel 
reasonably satisfactory to such Indemnitee; provided that if the defendants in 
any such Claim include both the Indemnitee and the Issuer and the Indemnitee 
shall have concluded that there may be legal defenses available to it which 
are different from or additional to those available to the Issuer, the Issuer 
shall not have the right to direct the defense of such Claim on behalf of such 
Indemnitee, and the Indemnitee shall have the right to select separate counsel 
to assert such legal defenses on behalf of such Indemnitee.  Upon receipt of 
notice from the Issuer to such Indemnitee of the Issuer's election so to 
assume the defense of such Claim and approval by the Indemnitee of counsel, 
the Issuer will not be liable to such Indemnitee for expenses incurred 
thereafter by the Indemnitee in connection with the defense thereof (other 
than reasonable costs of investigation) unless (i) the Indemnitee shall have 
employed separate counsel in connection with the assertion of legal defenses 
in accordance with the proviso to the next preceding sentence (it being 
understood, however, that the Issuer shall not be liable for the expenses of 
more than one separate counsel (in addition to any local counsel in the 
jurisdiction in which any Claim is brought), approved by the Dealer, 
representing the Indemnitee who is party to such Claim), (ii) the Issuer shall 
not have employed counsel reasonably satisfactory to the Indemnitee to 
represent the Indemnitee within a reasonable time after notice of existence of 
the Claim or (iii) the Issuer has authorized in

                                      12

<PAGE>


writing the employment of counsel for the Indemnitee.  The indemnity, 
reimbursement and contribution obligations of the Issuer hereunder shall be in 
addition to any other liability the Issuer may otherwise have to an Indemnitee 
and shall be binding upon and inure to the benefit of any successors, assigns, 
heirs and personal representatives of the Issuer and any Indemnitee.  The 
Issuer agrees that without the Dealer's prior written consent, it will not 
settle, compromise or consent to the entry of any judgment in any Claim in 
respect of which indemnification may be sought under the indemnification 
provision of the Agreement (whether or not the Dealer or any other Indemnitee 
is an actual or potential party to such Claim), unless such settlement, 
compromise or consent includes an unconditional release of each Indemnitee 
from all liability arising out of such Claim.

                                      13





<PAGE>


                        COMMERCIAL PAPER AGREEMENT


     This will confirm our arrangement whereby Credit Suisse First Boston 
Corporation ("Credit Suisse First Boston") will act as dealer in sales of 
commercial paper of Nordstrom, Inc., a Washington corporation (the "Company").  
In that connection, Credit Suisse First Boston may purchase such commercial 
paper from the Company as principal.

     It is understood that the commercial paper will have a maturity at the 
time of issuance not to exceed nine months (exclusive of days of grace) and be 
denominated in notes (either in separate physical form or in global form 
("book-entry notes") held through the facilities of The Depository Trust 
Company ("DTC")) not less than $100,000 each.  Book-entry Notes will be 
represented by master notes registered in the name of a nominee of DTC and 
recorded in the book-entry system maintained by DTC.  Credit Suisse First 
Boston understands that, in connection with any issuance and sale of 
commercial paper by the Company, the Company will obtain the prior advice of 
its counsel that all action required by any regulatory body or bodies has been 
duly taken.

     The Company has authorized the use of a Commercial Paper Memorandum 
("Memorandum") prepared by Credit Suisse First Boston
 on the basis of 
information furnished by the Company.  Such Memorandum may be used in 
connection with the sale of the Company's commercial paper until the Company 
advises Credit Suisse First Boston that an updated or revised Memorandum in a 
form approved by the Company should be substituted.  The Company will promptly 
advise Credit Suisse First Boston of any change in its ratings or written 
notification from any rating agency that such agency has its ratings under 
review for possible downgrade, its financial condition or the results of its 
operations which may make such updating or revision advisable, in which case 
the Company will cooperate in preparing such updated or revised Memorandum.

     With respect to the original Memorandum, and each updated or revised 
Memorandum approved by the Company, the Company will indemnify Credit Suisse 
First Boston and hold Credit Suisse First Boston harmless against any loss, 
claim, liability or expense (including reasonable costs of defense) arising 
out of or based upon any allegation that such Memorandum includes an untrue 
statement of a material fact or omits to state any material fact necessary in 
order to make the statements therein, in the light of the circumstances under 
which they were made, not misleading.  The foregoing indemnity shall survive 
any termination of this Agreement.

     Each acceptance by the Company of an offer to purchase commercial paper 
notes pursuant to this Letter Agreement shall be deemed to constitute a 
representation and warranty to Credit Suisse First Boston that (a) such notes, 
when issued, will constitute valid and legally binding obligations of the 
Company, enforceable in accordance with their terms subject to applicable 
bankruptcy, insolvency and similar laws affecting creditor's rights generally, 
and to general equitable principles, (b) the Memorandum (including any 
documents incorporated therein by reference) at such time does not contain an 
untrue statement of a material fact or omit to state a material fact necessary 
in order to make the statements therein, in the light of the circumstances 
under which they were made, not misleading, (c) the Company is not an open-end 
investment company, unit investment trust or face-amount certificate company 
that is or is required to be registered under Section 8 of the Investment 
Company Act of 1940, as amended, and (d) the Notes will be exempt from the 
registration requirements of the Securities Act of 1933, as amended (the 
"Act"), by reason of Section 3(a)(3) thereof. The representations, warranties 
and understandings set forth in this paragraph and in

<PAGE>


the second paragraph of this Agreement shall survive any termination of this 
Agreement.

     No commercial paper shall be issued until the Company and Credit Suisse 
First Boston have received an opinion of counsel to the Company to the effect 
that the commercial paper will be exempt from the registration requirements of 
the Act by reason of Section 3(a)(3) thereunder and qualification of an 
indenture in respect thereof under the Trust Indenture Act of 1939, as 
amended, is not required, and covering such additional matters as Credit 
Suisse First Boston may reasonably request.

     The Company agrees promptly from time to time to take such action as 
Credit Suisse First Boston may reasonably request to qualify the commercial 
paper for offering and sale under the securities laws of such jurisdictions as 
Credit Suisse First Boston may designate and to comply with such laws as long 
as may be necessary for the offer and sale of commercial paper as contemplated 
by this Agreement; provided, however, that the Company shall not be required 
in connection therewith to qualify as a foreign corporation or to file a 
general consent to service of process in any jurisdiction.  The Company agrees 
to reimburse Credit Suisse First Boston for all of its costs and expenses 
(including reasonable attorneys' fees) incurred in connection with the 
foregoing.

     In addition, the Company agrees to furnish promptly to Credit Suisse 
First Boston (mailed directly to the attention of its Short-Term Finance 
Department) the following information:

     1.     All reports filed by the Company and its parent (if applicable)
            with the Securities and Exchange Commission pursuant to Section
            13(a) of the Exchange Act (or reasonably comparable information
            if the Company and its parent (if applicable) is not subject to
            such filing requirements;

     2.     All reports mailed to the Company's public stockholders (if any);

     3.     All information generally provided to securities analysts; and

     4.     Copies of reports submitted by the Company to the rating agencies
            showing the amounts of commercial paper outstanding and the bank
            lines and other liquidity sources supporting such commercial
            paper.

     The information described above shall be in addition to information 
provided to other individuals at Credit Suisse First Boston or its affiliates.  
The Company also agrees to provide such other information as Credit Suisse 
First Boston's Short-Term Finance Department may reasonably request.

     The Company will notify Credit Suisse First Boston promptly, to the 
attention of its Short-Term Finance Department, of any change (or any advice 
from a rating agency of a contemplated change) in any of its debt ratings, any 
change in the aggregate size of its commercial paper program and any other 
development in its affairs or in the industry or industries in which it is 
engaged which has or would be likely to have a material adverse impact on the 
results of its operations, its financial condition or the marketability of its 
commercial paper.

This Agreement shall be governed by and construed in accordance with the law 
of the State of New York.

All communications and notices pursuant to this Agreement shall be in writing 
or confirmed in writing and shall be addressed (i) if to the Company, to the 
Company at 1321 Second Avenue, Seattle, Washington, 98101, Attention: 
Treasurer, or at such other address as may from time to time be designated by 
notice by the 




<PAGE>


Company in writing; and (ii) if to Credit Suisse First Boston, to Credit 
Suisse First Boston at 11 Madison Avenue, New York, New York 10010, Attention: 
Short-Term Finance Department, or at such other address as many from time to 
time be designated by notice by Credit Suisse First Boston in writing.

     This Agreement may be terminated by the Company or by Credit Suisse First 
Boston upon one business day's written notice to the other party hereto; 
provided, however, that any such termination shall not affect any provisions 
that this Agreement provides shall survive any termination, and such 
provisions shall continue in effect following any such termination.

NORDSTROM, INC.


By   /s/     John A. Goesling
       ----------------------------------
Title  Executive Vice President
        ---------------------------------
Date         October 2, 1997
         --------------------------------


CREDIT SUISSE FIRST BOSTON
CORPORATION


By   /s/     Helena Willner
        ---------------------------------

Title          Vice President
        ---------------------------------
Date         September 12, 1997
        ---------------------------------





<PAGE>

                       Issuing And Paying Agency Agreement

                                                 Dated as of October 2, 1997

First Trust of New York, National Association
100 Wall Street, Suite 1600
New York, New York  10005

ATTN: Corporate Trust Administration

                               RE: Nordstrom, Inc.
                             Commercial Paper Program

Gentlemen:
         This Letter sets forth the understanding between you and Nordstrom 
Inc. (the "Company"), whereby you have agreed to (a) act as depository for the 
safekeeping of certain notes of the Company which may be issued and sold in 
the United States commercial paper market (the "Commercial Paper Notes"; such 
Commercial Paper Notes when issued in book-entry form being hereinafter 
referred to as "Book-Entry Commercial Paper Notes" and when issued in the form 
of certified promissory notes being hereinafter referred to as the "Certified 
Commercial Paper Notes"), (b) as issuing agent on behalf of the Company in 
connection with the issuance of the Commercial Paper Notes, (c) as paying 
agent to undertake certain obligations to make payments in respect of the 
Commercial Paper Notes, and (d) as depositary to receive certain funds on 
behalf of the Company, as set forth herein.  You have executed or will 
promptly hereafter execute a Letter of Representation (the "Letter of 
Representations",
 which term shall include the Procedures referred to therein) 
with the Company and The Depository Trust Company ("DTC") and a Certificate 
Agreement (the "Certificate Agreement") with DTC which establish or will 
establish, among other things, the procedures to be followed by you in 
connection with the issuance and custody of Book-Entry Commercial Paper Notes.

          This letter (the "Agreement") will govern your rights, powers and 
duties as such depositary, issuing agent and paying agent for the Commercial 
Paper Notes and no implied



<PAGE>


covenants and obligations shall be read into this Agreement or any other 
agreement against you.

         1.     Appointment of Agent.  The Company hereby appoints you and you 
hereby agree to act, on the terms and conditions  specified herein and in the 
Letter of Representations and Certificate Agreement, as depositary, and 
issuing and paying agent for the Commercial Paper Notes.  The Commercial Paper 
Notes Will be sold through such commercial paper dealers and/or placement 
agents as the Company shall have notified you in writing from time to time 
(collectively, the "Dealers").  The Dealers currently are CS First Boston, and 
BancAmerica Securities, Inc.

         2.     Supply of Commercial Paper Notes.

         (a)   The Company will from time to time furnish you an adequate 
supply of Commercial Paper Notes, which shall be Book-Entry Commercial Paper 
Notes and/or Certified Commercial Paper Notes, as the Company in its sole and 
absolute discretion considers appropriate.  Certificated Commercial Paper 
Notes shall be in substantially the form attached as Exhibit A to this 
Agreement, shall be serially numbered and shall have been executed by manual 
or facsimile signature of an Authorized Representative (as hereafter defined), 
but shall otherwise be uncompleted.  Book-Entry Commercial Paper Notes shall 
be substantially in the forms attached to the Letter of Representations and 
shall be represented by one or more master notes ("Master Note" or "Master 
Notes") which shall be executed by manual or facsimile by an Authorized 
Representative in accordance with the Letter of Representations.  Pending 
receipt of instructions pursuant to this Agreement, you will hold the 
Certificated Commercial Paper Notes and Master Note(s) in safekeeping for the 
account of the Company or DTC, as the case may be, in accordance with your 
customary practice and the requirements of the Certificate Agreement.

                                      2

<PAGE>


         (b)    Each Certificated Commercial Paper Note or Master Note 
delivered to you shall be accompanied by a letter from the Company, as the 
case may be, identifying the Certificate Commercial Paper Note or Master 
Note(s) transmitted therewith, and you shall acknowledge receipt of such 
Certificated Commercial Paper Note(s) or Master Note(s) on the copy of such 
letter or pursuant to some other form of written receipt deemed appropriate by 
you at the time of delivery to you of such Certificated Commercial Paper 
Note(s) or Master Note(s).  Pending the issuance of Certificated Commercial 
Paper Notes as provided in Section 4 hereof, all Certificated Commercial Paper 
Notes and Master Note(s) delivered to you shall be held by you for the account 
of the Company or DTC, as the case may be for safekeeping in accordance with 
your customary practice and the requirements of the Certificate Agreement.

         3.     Authorized Representatives.

         (a)    With the delivery of this Agreement, the Company is furnishing 
to you, and from time to time thereafter may furnish to you, and shall furnish 
to you upon your request, certificates ("Incumbency Certificates") of a 
responsible officer of the Company certifying the incumbency and specimen 
signatures of officers or the agents of the Company authorized to execute 
Commercial Paper Notes on behalf of the Company by manual or facsimile 
signature and/or to take other action hereunder on behalf of the Company 
(each an "Authorized Representative"); such Incumbency Certificate shall also 
specify the names of employees of Dealers who are authorized to give notices 
and/or issuance instructions to you as provided herein (a "Dealer 
Representative").  Until you receive a subsequent Incumbency Certificate of 
the Company, you are entitled to rely on the last such Incumbency Certificate 
delivered to you for purposes of determining the Authorized Representatives 
and Dealer Representatives.  You shall not have any responsibility to the 
Company to determine by whom or by what means a facsimile signature may have 
have been affixed on the Commercial Paper Notes, or to determine

                                      3

<PAGE>


whether any facsimile or manual signature resembles the specimen signature(s) 
filed with you by a duly authorized officer of the Company.  Any Commercial 
Paper Notes bearing the manual or facsimile signature of a person who is an 
Authorized Representative on the date such signature is affixed shall be 
binding on the Company after the authentication thereof by you notwithstanding 
that such person shall have died or shall have otherwise ceased to hold his 
office on the date such Commercial Paper Note is countersigned or delivered to 
you.

          (b)    Upon your receipt of this Agreement, and from time to time 
thereafter as you choose, you shall deliver a certificate (a "Certificate of 
Designation") certifying the incumbency and specimen signatures of your 
designated signers ("Designated Officers") who are authorized to receive, 
authenticate and deliver Commercial Paper Notes.  Until the Company shall 
receive a subsequent Certificate of Designation, or unless an Authorized 
Representative shall have received written notice of the lack of authority of 
any individual, the Company may rely on the last such Certificate of 
Designation delivered to it.

         4.     Completion , Authentication and Delivery of Commercial Paper 
Notes.

         (a)    From time to time during the term of this Agreement and 
subject to the terms and conditions hereof, and upon your timely receipt of 
written, telecopy or telex instructions or notice transmitted directly to your 
computers or in such manner as you then employ as your normal business 
practice, not later than 12:30 pm, New York City time in the case of 
Certificated Commercial Paper Notes, on a day on which you are open for 
business (a "Business Day"), from an Authorized Representative or a Dealer 
Representative, on the date of issuance of any Certificate Commercial Paper 
Notes (in the case of instructions from an Authorized Representative, a copy 
of such instructions shall be sent to the Dealer Representative by said 
Authorized Representative) you shall withdraw the respective Certificated 
Commercial Paper Notes from safekeeping and in accordance with instructions

                                      4

<PAGE>


so received, take the following actions with respect to each such Certificated 
Commercial Paper Note:

           i.     date each such Certificated Commercial Paper Note the date 
of issuance thereof (which shall be a Business Day) and insert the maturity 
date thereof (provided that the Authorized Representative shall ensure that 
such date is a Business Day and that it shall not be more that 270 days from 
the date of the issue) and the face amount (provided that Authorized 
Representative or the Dealer Representative shall ensure that such face amount 
is $100,000 or integral multiples of $1,000 in excess thereof) thereof in 
figures;

           ii     authenticate (by countersigning ) each such Certificated 
Commercial Paper Note in the appropriate space provided thereon; and

           iii    deliver in the Borough of Manhattan each such Certificated 
Commercial Paper Note to the Dealer, or the consignee, if any, designated by 
such Authorized Representative or Dealer Representative for the account of the 
Dealer.


         (b)    In the case of Book-Entry Commercial Paper Notes, form time to 
time during the term of this Agreement and subject to the terms and conditions 
hereof, and upon your timely receipt of written, telecopy or telex 
instructions or notice transmitted directly to your computers or in such a 
manner as you then employ as your normal business practices, not later than 
1:00 pm, New York City time in the case of Book -Entry Commercial Paper Notes, 
on a Business Day, from an Authorized Representative or a Dealer 
Representative , on the date of issuance of any Book-Entry Commercial Paper 
Notes (in the case of instructions from an Authorized Representative, a copy 
of such instructions shall be sent to the Dealer Representative by said 
Authorized Representative) you shall give issuance instructions for the

                                      5

<PAGE>


issuance of Book-Entry Commercial Paper Notes to DTC in a manner set forth in, 
and take other actions as are required by, the Letter of Representations and 
the Certificate Agreement.  Instructions for the issuance of Book-Entry 
Commercial Paper Notes shall include the following information with respect to 
each Book-Entry Commercial Paper Note:

           i.     the date issuance of each such Book-Entry Commercial Paper 
Note (which shall be a Business Day);

           ii.    the maturity date of each such Book-Entry Commercial Paper 
Note (provided that the Representative or Dealer Representative shall ensure 
that such date is a Business Day and that it shall not be more than 270 days 
from the date of issue); and

           iii.   the face amount (provided hat the Authorized Representative 
or the Dealer Representative shall ensure that such face amount is $100,000 or 
integral multiples of $1,000 in excess thereof) in figures.


         (c)     You shall send a report (by telecopy or other means permitted 
hereunder) to the Company on a monthly basis of your issuance of Commercial 
Paper Notes under this Section 4, including the maturity date and face amounts 
of each Commercial Paper Note issued.

         (d)     Instructions given must be received by you by 12:30 pm for 
physical issuance and 2:00 pm for book-entry issuance, New York time, if the 
Commercial Paper Note(s) are to be delivered the same day.  Telephone 
instructions shall be confirmed in writing the same day.

         (e)     The Company understands that although you have been 
instructed to deliver Commercial Paper Notes against payment, delivery of 
Commercial Paper Notes will, in accordance with custom prevailing in the 
commercial paper market, be made before receipt of payment in immediately 
available funds.  Therefore, once you have delivered a Commercial

                                      6

<PAGE>


Paper Note to a Dealer or its agent as provided herein, the Company shall bear 
the risk that a Dealer or its agent fails to remit payment for the Commercial 
Paper Note to you.  You shall have no liability to the Company for any failure 
or inability on the Part of the Dealer to make payment for Commercial Paper 
Notes.  Nothing in this Agreement shall require you to purchase any Commercial 
Paper Note or expend your own funds for the purchase price of a Commercial 
Paper Note or Commercial paper Notes.

         (f)     Except as may otherwise be provided in the Letter or 
Representation, if at any time the Company instructs you to cease issuing 
Certificated Commercial paper Notes and to issue only Book-Entry Commercial 
Paper Notes, you agree that all Commercial Paper Notes will be issued as Book-
Entry Commercial paper Notes and that no Cerificated Commercial Paper Notes 
shall be exchanged for Book-Entry Commercial Paper Notes unless and until you 
have received written instructions from an Authorized Representative (any such 
instructions from a Dealer Representative shall not be sufficient for this 
purpose) to the contrary.

         (g)     It is understood that you are not under any obligation to 
assess or review the financial condition or credit worthiness of any person to 
or for whose account you deliver a Commercial Paper Note pursuant to 
instructions from an Authorized Representative or Dealer Representative or to 
advise the Company as to the results of any such appraisal or investigation 
you may have conducted on your own or of any adverse information concerning 
any such person that may in any way have come to your attention.

         (h)      It is understood that DTC may request the delivery of 
Certificated Commercial Paper Notes in exchange for Book-Entry Commercial 
Paper Notes upon the termination of DTC's services pursuant to the DTC Letter 
of Representations.  Accordingly, upon such termination, you are authorized to 
complete and deliver Certificated Commercial Paper Notes in partial or 
complete substitution for Book-Entry Commercial Paper Notes of the same face

                                      7

<PAGE>


amount and maturity as requested by DTC. Upon the completion or delivery of 
any such Cerificated Commercial Paper Note, you shall annotate your records 
regarding the Master Note with respect to such Book-Entry Commercial Paper 
Notes to reflect a corresponding reduction in the face amount of the 
outstanding Book-Entry Commercial Paper Notes.  Your authority to so complete 
and deliver such Certificated Commercial Paper Notes shall be irrevocable at 
all times from the time a Book-Entry Commercial Paper Note is purchased until 
the indebtedness evidenced thereby is paid in full.

         (i)     If you shall receive written or telecopy instructions 
(confirmed in writing in accordance with this Agreement) from the Company not 
to issue or deliver Commercial Paper Notes, until revoked in writing or 
superseded by further written instructions from the Company, you shall not 
issue or deliver Commercial Paper Notes, provided, however, that 
notwithstanding contrary instructions from the Company, you shall be required 
to deliver Commercial Paper Notes with respect to agreements for the sale of 
Commercial Paper Notes concluded by an Authorized Representative or Dealer 
Representative prior to receipt by the Authorized Representative or Dealer 
Representative of notice of such instructions from the Company, which the 
Authorized Representative or Dealer Representative shall be required to 
confirm to you in writing prior to your delivery of the Commercial Paper 
Notes.  For purposes of the preceding provision, you may rely on written 
notice given or delivered to you by an Authorized Representative or Dealer 
Representative as to whether any particular Commercial Paper Notes are to be 
issued in respect of such agreements concluded by such Authorized 
Representative or Dealer Representative, and you shall have no obligation to 
make any other or further investigation.

         5.     Proceeds of Sale of the Commercial Paper Notes.  
Contemporaneously with the execution and delivery of this Agreement, and for 
the purposes of the Agreement, you will establish an account designated as the 
Nordstrom Inc. Note Account in the Company's name

                                      8

<PAGE>


(the "Note Account").  On each day on which a Dealer or its agent receives 
Commercial Paper Notes (whether through the facilities of DTC in the manner 
set forth in the Letter of Representations or by delivery in accordance with 
the provisions of this Agreement), all proceeds received by you in connection 
with such sale shall be credited in immediately available funds to the Note 
Account.  From time to time upon written instructions received by you from an 
Authorized Representative, you agree to transfer immediately available funds 
from the Note Account to any bank or trust company in the United States for 
the Company's account

         6.     Payment of Matured Commercial Paper Notes.

         (a)    By 1:00 pm, New York time, on the date that any Commercial 
Paper Notes are scheduled to mature, there shall have been transferred to you 
for deposit in the Note Account immediately available funds at least equal to 
the amount of Commercial Paper Notes maturing on such date.  When any matured 
Commercial Paper Note is presented to you for payment by the holder thereof 
(which may, in the case of Book-Entry Commercial Paper Notes held by you 
pursuant to the Certificate Agreement, be DTC or a nominee of DTC), payment 
shall be made from and charged to the Note Account to the extent funds are 
available in said account.

         (b)    Each Commercial Paper Note presented to you for payment at or 
prior to 2:15 pm,  New York City time, on any Business Day at or after the 
maturity date of such Commercial Paper Note shall be paid by you on the same 
day as such presentation (or if presented after 2:15 pm, New York City time on 
any such Business Day, then on the next succeeding Business Day) to the extent 
funds are available in the Note Account.  In the event that funds are not 
available or deemed available in the Note Account as set forthe above on any 
Business Day on which Commercial Paper Notes are maturing, the Agent shall 
deliver to the Bank a

                                      9

<PAGE>


notice of Borrowing under the Revolving Credit Facility Agreement in the form 
attached thereto as Exhibit A not later than 1:00 p.m. (local time in New York 
City).

         7.     Representations and Warranties of the Company.  The Company 
hereby warrants and represents to you, and, each request to issue Commercial 
Paper Notes shall constitute the Company's continuing warranty and 
representation, as follows:

         (a)    This Agreement is, and all Commercial Paper Notes delivered to 
you pursuant to this Agreement will be, duly authorized, executed and 
delivered by the Company.

         (b)    The issuance and delivery of the Commercial Paper Notes will 
not violate any state or Federal law and the Commercial paper Notes do not 
require registration under the Securities Act of 1933, as amended.

         (c)    This Agreement constitutes, and the Commercial Paper Notes, 
when completed, countersigned, and delivered pursuant hereto, will constitute, 
the Company's legal, valid and binding obligations enforceable against the 
Company in accordance with their terms, except as such enforceability may be 
limited by bankruptcy, insolvency, reorganization, moratorium or other similar 
laws affecting the rights of creditors generally and by general principles of 
equity.

         (d)    The Company is a corporation duly organized and validly 
existing under the laws of the State of Washington and no liquidation, 
dissolution, bankruptcy, windup or similar proceedings have been instituted 
with respect to the Company.

                                      10

<PAGE>


         (e)    The Company has, and at all relevant times has had, all 
necessary power and authority to execute, deliver and perform this Agreement 
and to issue the Commercial Paper Notes.

         (f)    All actions on the part of the part of the Company which are 
required for the authorization of the issuance of the Commercial Paper Notes, 
and for the authorization, execution, delivery and performance of this 
Agreement, do not require the approval or consent of any holder or trustee of 
any indebtedness or obligations of the Company.

         (g)    The issuance of Commercial paper Notes by the Company (i) does 
not and will not contravene any provision of any governmental law, regulation 
or rule applicable to the Company, and (ii) does not and will not conflict 
with, breach or contravene the provisions of any contract or other instrument 
binding upon the Company.

         8.     Reliance on Instructions.  Except as otherwise set forth 
herein, you shall incur no liability to the Company in acting hereunder upon 
telephonic or other instructions contemplated hereby which you reasonably 
believed in good faith to have been given by an Authorized Representative or a 
Dealer Representative, as the case may be.  In the event a discrepancy exists 
with respect to such instructions, the telephonic instructions as understood 
by you will be deemed the controlling and proper instructions, unless such 
instructions are required by this Agreement to be in writing.

         9.     Cancellation of Commercial Paper Notes.  Upon payment by you 
of Certificated Commercial Paper Note(s) presented for payment, you shall mark 
such Certificated Paper Note(s) as paid and (i) in due course cancel 
Certificated Commercial Paper Note(s) presented for payment and from time to 
time return such canceled Commercial Paper Note(s) to the Company, or (ii) 
destroy such Certificated Commercial

                                      11

<PAGE>


Note(s) and deliver to the Company from time to time a destruction certificate 
identifying all Cerificated Commercial Paper Notes destroyed since the 
issuance of the prior destruction certificate.  After payment of any matured 
Book-Entry Commercial Paper Notes, you shall annotate your records to reflect 
the face amount of Book-Entry Commercial Paper Notes outstanding in accordance 
with the Letter of Representations.  Promptly upon the written request of the 
Company, you agree to cancel and return to the Company all unissued 
Certificated Commercial Paper Notes in your possession at the time of such 
request.

         10.    Notices; Addresses.

         (a)    All communications by or on behalf of the Company or a Dealer, 
by writing, telecopy, telex or telephone relating to the completion, delivery 
or payment of the Commercial Paper Note(s) are to be directed to Commercial 
Paper Operations.

         (b)    Notices and other communications hereunder shall (except to 
the extent otherwise expressly provided) be in writing (which may be by 
facsimile) and shall be addressed as follows, or to such other address as the 
party receiving such notice shall have previously specified to the party 
sending such notice:

if to the Company, at:

concerning daily issuance of 
Commercial Paper Notices:

Nordstrom, Inc.
1321 2nd Avenue, 7th Floor
Seattle, WA 98101
Attention: James Ito
Facsimile No.: (206) 233-6455
Telephone No.: (206) 233-6289

                                      12

<PAGE>


concerning all other matters:

Nordstrom, Inc.
1321 2nd Avenue, 7th Floor
Seattle, WA 98101
Attention: Vivian Yun
Facsimile No.: (206) 233-6455
Telephone No.: (206) 233-6289
if to you at:

concerning the daily issuance of
Commercial Paper Notes:

First Trust of New York, National Association
100 Wall Street, 20th Floor
New York, NY  10005
Attention: William Martinez
Facsimile No.: (212) 509-4529
Telephone No.: (212) 361-3841
concerning all other matters:

First Trust of New York, National Association
100 Wall Street, Suite 1600
New York, NY  10005
Attention: Geovanni Barris
Facsimile No.: (212) 809-5459
Telephone No.: (212) 361-2536


         (c)    In any case where it is provided in this Agreement that a copy 
of any instruction, demand or other notice is to be delivered to a Dealer, 
such copy shall be delivered to the Dealer at the address set forth below by 
the same means as the original thereof shall have been given, provided that 
the failure of such copy to be given to any Dealer shall not invalidate or 
adversely affect the original thereof:

       Dealer:                           Dealer:
       CS First Boston                   BancAmerica Securities, Inc.
       Commercial Paper Trader           555 California Street, 10th Floor
       Park Avenue Plaza, 6th Floor      San Francisco, CA  94104
       New York, New York  10055

                                      13

<PAGE>


Notices shall be deemed delivered when received at the address specified 
above.  For purposes of this section 10, "when received" shall mean actual 
receipt  (i) of an electronic communication by telecopier or issuance system 
specified in or pursuant to this Agreement; or (ii) of an oral communication 
by any person answering the telephone at the office of the individual or 
department specified in or pursuant to this Agreement; or (iii) of a written 
communication hand-delivered at the office specified in or pursuant to this 
Agreement.


         (d)    The Issuer shall provide written notice to the Agent of any 
termination of the Commitment and replacement of the Bank at least ten 
Business Days prior to the effective date thereof whereupon the Agent shall 
provide written notice thereof to the holders of the Commercial Paper Notes at 
least five Business Days prior to the effective date thereof.

         11.    Liability.  Neither you nor your officers, employees or agents 
shall be liable for any act or omission hereunder, except in the case of gross 
negligence or willful misconduct as described in Section 12 herein.  Your 
duties and obligations and those of your officers and employees shall be 
determined by the express provisions of this Agreement, the Letter of 
Representations and the Certificate Agreement (including the documents 
referred to therein), and you and your officers, employees and agents shall be 
responsible for the performance of only such duties and obligations as are 
specifically set forth herein and therein, and no implied covenants shall be 
read into any such document against you or your officers, employees or agents.  
Neither you nor your officers or employees or agents shall be required to 
ascertain whether any issuance or sale of Commercial Paper Note(s) (or any 
amendment or termination of this Agreement) has been duly authorized or is in 
compliance with any other agreement to which the Company is party (whether or 
not you are a party to such other agreement).

                                      14

<PAGE>


         12.    Indemnity.  The Company agrees to indemnify and hold you, your 
employees and any of your officers and agents harmless from and against, and 
you shall not be liable for, any and all losses, liabilities (including 
liabilities for penalties), actions, suits, judgments, demands, damages, costs 
and expenses of any nature (including, without limitation, attorneys' fees and 
expenses) arising out of or resulting from the exercise of your rights and/or 
the performance of your duties (or those of your agents and employees) 
hereunder;  provided, however that the Company shall not be liable to 
indemnify or pay you or any of your officers or employees with respect to any 
loss, liability, action suit, judgment, demand, damage, cost or expense that 
results from or is attributable to your gross negligence or willful misconduct 
or that of your officers or employees.  The foregoing indemnity includes, but 
is not limited to,  any action taken or omitted to be taken by you or any of 
your officers or employees upon written, telecopy, telephonic or other 
electronically transmitted instructions (authorized herein) received by you 
from, or believed by you in good faith to have been given by, the proper 
person or persons.  The provisions of this Section 12 shall survive (i) your 
resignation or removal hereunder and (ii) the termination of this Agreement.

         13.    Termination.

         (a)    This Agreement may be terminated at any time by either you or 
the Company by 15 days' prior written notice to the other, provided that you 
agree to continue acting as Issuing and Paying Agent hereunder until such time 
as your successor has been selected and has entered into an agreement with the 
Company to that effect.  Such termination  shall not affect the respective 
liabilities of the parties hereunder arising prior to such termination.

         (b)    If no successor has been appointed within 30 days, then you 
have the right to petition a court of competent jurisdiction for the 
appointment of a successor Issuing and

                                      15

<PAGE>


Paying Agent.  You shall be reimbursed for any and all expenses in connection 
with any such petition and appointment.

         (c)    On the Business Day following  the date of termination of this 
Agreement, you shall destroy all Certificated  Commercial Paper Notes in you 
possession and shall transfer to the Company all funds, if any, then on 
deposit in the Note Account.  You shall promptly notify the Company of all 
Certificated Commercial Paper Notes so destroyed.

         14.    Amendments and Modifications.  No amendment, modification or 
waiver of any provision of this Agreement, nor any consent to any departure by 
any party form any provision hereof binding upon such party, shall be 
effective unless the same shall be in writing and signed by all parties 
hereto.

         15.    Binding Effect; Assignment.  This Agreement shall be binding 
upon and inure to the benefit of the parties hereto,  their respective 
successors, including successors by merger, and assigns; provided, however, 
that no party hereto may assign any of its rights or obligations hereunder, 
except with the prior written consent of all the other parties hereto.

         16.    Governing Law.

         (a)    This Agreement shall be governed and construed in accordance 
with the laws of the State of New York applicable to contracts made and 
performed in the State of New York.

         (b)    Each party irrevocably and unconditionally submits to the 
exclusive jurisdiction of the United States Federal courts located in the 
Borough of Manhattan and the courts of the State of New York located in the 
Borough of Manhattan.

                                      16

<PAGE>


         17.    Execution in Counterparts.  This Agreement may be executed in 
any number of counterparts; each counterpart, when so executed and delivered, 
shall be deemed to be an original; and all of which counterparts, taken 
together, shall constitute one and the same agreement.

         18.    Headings.  Section headings used in this Agreement are for 
convenience of reference only and shall not affect the construction or 
interpretation of this Agreement.

         19.    Compensation and Expenses.  The Company shall pay you from 
time to time following the execution of this Agreement reasonable compensation 
for all services rendered by you hereunder as agreed between you and the 
Company.  The Company shall reimburse you upon your request for all expenses, 
disbursements and advances incurred or made by you in accordance with any 
provision of this Agreement (including the reasonable compensation and the 
expenses and disbursements of your agents and counsel) except any expense or 
disbursement attributable to your gross negligence or willful misconduct.

         20.    Miscellaneous.

         (a)    No provision of this Agreement shall require you to risk your 
own funds or otherwise incur any financial liability in the performance of any 
of your duties hereunder or in the exercise of any of your rights and powers 
hereunder.  If you make a deposit, payment or transfer of funds before you 
receive the immediately available funds, such deposit, payment or transfer 
shall represent an advance by you to the Company to be repaid from such funds 
or by the Company in the event that such funds are not received by you.  It is 
intended that such advance be for no longer than 24 hours.  Interest on each 
such unpaid advance shall be at a rate negotiated between you and the

                                      17

<PAGE>


Company and shall begin to accrue on the day of the advance.  The Company 
shall assure the prompt reimbursement to you of any such advance (including 
the interest thereon).

         (b)    You may consult with the counsel, and any advice or written 
opinion of such counsel shall be full and complete authorization and 
protection in respect of any action taken, suffered or omitted to be taken by 
you, in the absence of bad faith, gross negligence or willful misconduct on 
your part, in reliance on such advice or opinion.

         (c)    You make no representation as to , and shall have no 
responsibility for, the correctness of any statement contained in, or the 
validity or sufficiency of, this Agreement or any documents or instruments 
referred to in this Agreement or as to or for the validity or collectibility 
of any obligation contemplated by this Agreement.  You shall not be 
accountable for the use or application by any person of disbursements properly 
made by you in conformity with the provisions of this Agreement.

         (d)    You may rely and shall be protected in acting upon any 
document or writing presented to you hereunder and reasonably believed by you 
to be genuine and to have been signed and presented by an authorized person or 
persons.

         If the foregoing is acceptable to you, please indicate your agreement 
therewith by signing one or more counterparts of this Agreement in the space 
provided below, and returning such signed counterpart(s) to the Company, 
whereupon this letter when signed by you and the Company, will become a 
binding agreement among us.

                                      18

<PAGE>


                                              NORDSTROM, INC.
                                              By /s/ John A. Goesling
                                                 -------------------------
                                              Its Executive Vice President
                                                  ------------------------


Agreed to and accepted
this ----- day of  October, 1997.
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
as Issuing and Paying Agent
By /s/ Geovanni Barris
      ------------------------------
Its Assistant Vice President
      ------------------------------






                                      19

<PAGE>


                                   EXHIBIT A


EXHIBIT E-1
    FORM OF
    NOTICE OF BORROWING

TO: NATIONSBANK OF TEXAS, N.A., as Agent
    901 Main Street
    13th Floor
    Dallas, Texas 75202
    Attention: Molly Oxford

        Reference is hereby made to the Credit Agreement, dated as of July 24, 
1997 (as the same may be amended, supplemented, replaced, renewed or otherwise 
modified from time to time, the "Credit Agreement"), by and among NORDSTROM, 
INC., a Washington corporation (the "Borrower"), each of the banks and other 
financial institutions that either now or in the future are parties thereto as 
lenders (the "Lenders"), certain Managing Agents and NATIONSBANK OF TEXAS, 
N.A., a national banking association, in its capacity as administrative agent 
on behalf of the Lenders (in such capacity, the "Agent").  Terms with initial 
capital letters used but not defined herein have the meanings assigned to them 
in the Credit Agreement.

        Pursuant to Article 2 of the Credit Agreement: 

        1.    The Borrower hereby requests to borrow Revolving Loans in the 
aggregate principal amounts and types as follows (the "Loans"): (a) Euro-
Dollar Rate Loans in the amount of $              on             ,     1 [with 
an Interest Period of              ]2 ; and (b) Base Rate Loans in the mount 
of $                on              ,     3; and

        2.    The Borrower hereby represents and warrants as follows:

            (a)    All of the representations and warranties contained in 
Article 4 of the Credit Agreement and in the other Loan Documents are true and 
correct in all material respects on and as of the date hereof and shall be 
true and correct in all material respects on and as of each Funding Date 
proposed herein as though made on and as of each such date (except, in each 
case, to the extent that such representations and warranties expressly were 
made only as of a specific date); 

            (b)    No Default or Event of Default exists or would result from 
the making of the Loans; and 

- ----------------------------
1  Must be a Business Day.
2  For Euro-Dollar Rate Loans.  With respect to each Euro-Dollar Rate
   Loan, permissible Interest Periods are periods of one, two, three or six
   months.
3  Must be a Business Day.

                                    E-1-1

<PAGE>
            (c)    All other conditions to borrowing set forth in Section 3.2 
of the Credit Agreement are satisfied. 

    Date:               ,      

    NORDSTROM, INC.,
    a Washington corporation


    By:                       4
    Name:
    Title:

- ----------------------------
4  Must be a Responsible Officer.

                                    E-1-2






<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-31-1998
<PERIOD-END>                               OCT-31-1997
<CASH>                                          19,239
<SECURITIES>                                         0
<RECEIVABLES>                                  676,252
<ALLOWANCES>                                    27,450
<INVENTORY>                                  1,134,212
<CURRENT-ASSETS>                             1,878,791
<PP&E>                                       1,229,354
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               3,126,308
<CURRENT-LIABILITIES>                        1,211,936
<BONDS>                                        320,701
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       200,241
<OTHER-SE>                                   1,283,788
<TOTAL-LIABILITY-AND-EQUITY>                 3,126,308
<SALES>                                      3,396,876
<TOTAL-REVENUES>                             3,396,876
<CGS>                                        2,294,946
<TOTAL-COSTS>                                3,187,196
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              23,572
<INCOME-PRETAX>                                209,680
<INCOME-TAX>                                    82,600
<INCOME-CONTINUING>                            127,080
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   127,080
<EPS-PRIMARY>                                     1.64
<EPS-DILUTED>                                     1.64
        

</TABLE>