SEC Filing | Nordstrom

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

NORDSTROM
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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[NORDSTROM LOGO]

1501 Fifth Avenue, Seattle, WA 98101-1603

March 29, 1996

DEAR SHAREHOLDERS:

On behalf of the Board of Directors and management, we cordially invite you to
attend the Annual Meeting of Shareholders on Tuesday, May 21, 1996, at 11:00
a.m., Eastern Time, in the Grand Ballroom, Salon III, The Ritz-Carlton Pentagon
City, 1250 South Hayes Street, Arlington, Virginia.

In addition to the matters described in the Notice of Annual Meeting and Proxy
Statement, there will be a report on the progress of the Company and an
opportunity to ask questions of general interest to you as a Shareholder.

YOUR VOTE IS VERY IMPORTANT. Therefore, whether or not you plan to attend the
meeting in person, please sign and return the enclosed Proxy in the envelope
provided. If you attend the meeting and desire to vote in person, you may do so
even though you have previously sent your Proxy.

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

Sincerely yours,

[ROGER JOHNSON SIGNATURE]
Raymond A. Johnson
Co-Chairman

[JOHN WHITACRE SIGNATURE]
John J. Whitacre
Co-Chairman

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

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

The Annual Meeting of Shareholders of Nordstrom, Inc. will
be held on Tuesday, May 21, 1996, at 11:00 a.m., Eastern
Time, in the Grand Ballroom, Salon III, The Ritz-Carlton
Pentagon City, 1250 South Hayes Street, Arlington,
Virginia for the following purposes:

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

2. To ratify the appointment of auditors; and

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

Holders of shares of Common Stock of record at the close
of business on March 19, 1996 are entitled to notice of,
and to vote at, the meeting.

Shareholders are cordially invited to attend the meeting
in person.

By order of the Board of Directors,

KAREN E. PURPUR
Secretary

Seattle, Washington
March 29, 1996

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

PROXY STATEMENT

APPROXIMATE
MAILING DATE:
MARCH 29, 1996
This Proxy Statement is furnished to the Shareholders of
Nordstrom, Inc. (the "Company") in connection with the
solicitation of proxies by the Board of Directors for use
at the Annual Meeting of Shareholders to be held on May
21, 1996 and any adjournment thereof. If the enclosed
Proxy is executed and returned, it will be voted in
accordance with the instructions given, but may be revoked
at any time insofar as it has not been exercised by
notifying the Secretary of the Company in writing (such
notification to be directed to the Company's offices at
1501 Fifth Ave., Seattle, WA 98101-1603). Each Proxy will
be voted for Proposals 1 and 2 and may be voted on such
other matters as may properly come before the meeting if
no contrary instruction is indicated in the Proxy.

There were 81,294,822 shares of Common Stock, the only
security of the Company entitled to vote at the meeting,
outstanding at March 19, 1996, the record date for the
Annual Meeting of Shareholders. Shareholders are entitled
to one vote for each share of Common Stock held of record
at the close of business on March 19, 1996. Under
Washington law and the Company's Articles of
Incorporation, a quorum consisting of a majority of the
shares eligible to vote must be represented in person or
by proxy to elect directors and to transact any other
business that may properly come before the meeting. For
election of directors, the nominees elected will be those
receiving the greatest number of votes cast by the shares
entitled to vote, up to the number of directors to be
elected. Any action other than a vote for a nominee will
have the effect of voting against the nominee. The
ratification of the appointment of auditors will be
approved if the votes cast in favor of the ratification
exceed the votes cast against. Abstentions and broker
non-votes will have no effect since such actions do not
represent votes cast by Shareholders.

PRINCIPAL
SHAREHOLDERS
As of March 19, 1996, members of the Nordstrom family were
the beneficial owners of approximately 29,707,454 shares
(36.07%) of the Company's Common Stock. D. Wayne Gittinger
and Bruce A. Nordstrom are the only ones who, to
management's knowledge, are the beneficial owners of more
than five percent of the Company's Common Stock at March
19, 1996.

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

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- --------------------------------------------------------------------------------
Amount and
Nature of
Beneficial Percent of
Name of Beneficial Owner Ownership Class
- --------------------------------------------------------------------------------

PHILIP M. CONDIT 486 *
D. WAYNE GITTINGER 5,257,537(a)(b) 6.38%
1420 Fifth Avenue, Suite 4100
Seattle, Washington 98101
RAYMOND A. JOHNSON 86,544(c) *
CHARLES A. LYNCH 3,845(d) *
ANN D. MCLAUGHLIN 1,845 *
JOHN A. MCMILLAN 1,090,152(a)(e) 1.32%
BRUCE A. NORDSTROM 5,488,966(a)(f) 6.67%
1501 Fifth Avenue
Seattle, Washington 98101
JOHN N. NORDSTROM 3,453,086(a)(g) 4.19%
ALFRED E. OSBORNE, JR. 1,945(h) *
WILLIAM D. RUCKELSHAUS 6,845 *
ELIZABETH CROWNHART VAUGHAN 2,298 *
JOHN J. WHITACRE 27,899(i) *
JOHN A. GOESLING 76,225(j) *
JACK F. IRVING 51,016(k) *
CYNTHIA C. PAUR 33,806(l) *
Directors and executive officers as a
group
(25 persons) 17,892,931 21.73%
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- --------------------------------------------------------------------------------

* Does not exceed 1% of the Company's outstanding Common Stock.
(a) Does not include 80,000 shares held by a corporation in which the director
or his spouse owns a one-eighth beneficial interest.
(b) Includes 3,480,582 shares held by his wife individually, 238 shares held by
her as a participant in the Company's 401(k) Plan, 388,800 shares held by a
trust of which she is a trustee and beneficiary, and 1,375,380 shares held by a
trust of which she is the beneficiary. Does not include 103,448 shares held by
trusts of which he is a trustee.
(c) Includes 23,330 shares which may be purchased under the 1987 Stock Option
Plan.
(d) Includes 3,000 shares held by a family trust of which he is a trustee and
beneficiary.
(e) Includes 45,818 shares which may be acquired under the 1977 and 1987 Stock
Option Plans, 1,902 shares held by him as a participant in the Company's 401(k)
plan, 864,488 shares held by his wife individually and 54,000 shares held by a
trust of which his wife is the beneficiary.

(f) Includes 2,734 shares which may be acquired under the 1987 Stock Option
Plan, 24,194 shares held by his wife individually and 2,117,640 shares held by
trusts of which he is a trustee and beneficiary. Does not include 1,759,482
shares held by trusts of which he is co-trustee.
(g) Includes 3,226 shares which may be acquired under the 1987 Stock Option Plan
and 380,805 shares held by his wife.
(h) Includes 300 shares held by his wife and 200 shares held by a corporation of
which he is the sole shareholder.
(i) Includes 23,484 shares which may be acquired under the 1987 Stock Option
Plan and 2,415 held by him as a participant in the Company's 401(k) Plan.
(j) Includes 37,331 shares which may be acquired under the 1977 and 1987 Stock
Option Plans.
(k) Includes 39,304 shares which may be acquired under the 1977 and 1987 Stock
Option Plans.
(l) Includes 16,111 shares which may be acquired under the 1987 Stock Option
Plan and 399 shares held by her as a participant in the Company's 401(k) Plan.

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

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

NOMINEES

Information related to the director nominees is set forth
below:

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- -------------------------------------------------------------------------------
Principal Occupation and Business Director
Name and Age Experience for Past Five Years Since
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PHILIP M. CONDIT President of The Boeing Company, a 1994
Age 54(a) Washington based aerospace product
manufacturer (formerly Executive Vice
President of Boeing Commercial Airplane
Group)
D. WAYNE GITTINGER Partner in the law firm of Lane Powell 1971
Age 63(b)(c) Spears Lubersky
RAYMOND A. JOHNSON Co-Chairman of the Board of Directors of 1995
Age 54(d) the Company (formerly Co-President of
the Company)
CHARLES A. LYNCH Chairman of Fresh Choice, Inc., a 1985
Age 68(e) California based restaurant chain
(formerly Chairman of Market Value
Partners Company)
ANN D. MCLAUGHLIN Vice Chairman of the Aspen Institute, a 1992
Age 54(f) Colorado based non-profit, non-partisan
organization whose goal is to enhance,
through debate, the effectiveness of the
leaders of the country's democratic
institutions (formerly President of the
Federal City Council; President and CEO
of New American Schools Development
Corporation; Visiting Fellow of the
Urban Institute)
JOHN A. MCMILLAN Retired (formerly Co-Chairman of the Board 1966
Age 64(c)(g) of Directors of the Company)
BRUCE A. NORDSTROM Retired (formerly Co-Chairman of the Board 1966
Age 62(c) of Directors of the Company)
JOHN N. NORDSTROM Retired (formerly Co-Chairman of the Board 1966
Age 58(c) of Directors of the Company)
ALFRED E. OSBORNE, JR. Director of the Harold Price Center for 1987
Age 51(h) Entrepreneurial Studies and Associate
Professor of Business Economics, The
Anderson School at UCLA
WILLIAM D. RUCKELSHAUS Chairman of the Board of Browning-Ferris 1985
Age 63(i) Industries Inc., a Texas based waste
services Company
ELIZABETH CROWNHART President of Salar Enterprises, Ltd., an 1977
VAUGHAN Oregon based Company engaged in the
Age 67(j) production of historical materials
JOHN J. WHITACRE Co-Chairman of the Board of Directors of 1995
Age 43(d) the Company (formerly Co-President of
the Company)
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(a) Mr. Condit is also a director of The Boeing Company and Fluke Corporation.
(b) Mr. Gittinger is a partner in the law firm of Lane Powell Spears Lubersky,
which rendered legal services to the Company during the past fiscal year.
(c) Bruce A. Nordstrom is the brother-in-law of D. Wayne Gittinger and the
cousin of John N. Nordstrom. John A. McMillan is a cousin of all three by
marriage.
(d) Mr. Johnson and Mr. Whitacre are also directors of Nordstrom Credit, Inc.,
the Company's wholly-owned finance subsidiary.
(e) Mr. Lynch is also a director of Fresh Choice, Inc., Pacific Mutual Life
Insurance Company and PST Vans, Inc.
(f) Mrs. McLaughlin, a former U.S. Secretary of Labor, is also a director of
AMR Corporation, Federal National Mortgage Association (Fannie Mae), General
Motors Corporation, Harman International Industries, Inc., Host Marriott
Corporation, Kellogg Company, Potomac Electric Power Company, Sedgwick Group
plc, Union Camp Corporation and Vulcan Materials Company.
(g) Mr. McMillan is also a director of Fleming Companies, Inc.
(h) Dr. Osborne is also a director of First Interstate Bank of California, N.A.,
Greyhound Lines, Inc., ReadiCare, Inc., Seda Specialty Packaging Corporation,
The Times Mirror Company and United States Filter Corporation, and an
independent general partner of Technology Funding Venture Partners V.
(i) Mr. Ruckelshaus is also a director of Browning-Ferris Industries, Inc.,
Cummins Engine Company, Monsanto Company and Weyerhaeuser Company. He was also a
director of the Company from 1978 to 1983.
(j) Mrs. Vaughan is also a director of First Interstate Bank of Oregon, N.A.

The Board of Directors recommends a vote for each of the nominees listed in the
table.

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

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

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

Current members of the Committee on Organization and
Director Affairs are D. Wayne Gittinger, Chair, Charles A.
Lynch, Ann D. McLaughlin and Elizabeth Crownhart Vaughan.
The Committee is primarily responsible for recommending
director nominees to the Company's Board of Directors. The
Committee will consider recommendations by Shareholders
for vacancies on the Board. Suggestions may be submitted
to the Secretary of the Company.

COMPENSATION OF
EXECUTIVE OFFICERS IN
THE YEAR ENDED
JANUARY 31, 1996
SUMMARY COMPENSATION TABLE

The following table shows all the cash compensation paid
or to be paid by the Company or any of its subsidiaries,
as well as certain other compensation paid or accrued,
during the fiscal year ended January 31, 1996, to the Co-
Chairmen and three Executive Vice Presidents for the
periods indicated in all capacities in which they served:

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- -----------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
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Number
Fiscal Other Annual of Stock All Other
Name and Principal Position Year(1) Salary Bonus Compensation(2) Options Compensation(3)
- -----------------------------------------------------------------------------------------------------------------------------

RAYMOND A. JOHNSON 1995 $344,167 $0 $620 5,651 $11,397
CO-CHAIRMAN 1994 $315,000 $315,000 $658 4,495 $11,432
1993 $300,000 $0 $467 6,279 $13,150
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JOHN J. WHITACRE 1995 $344,167 $0 $1,648 5,651 $10,998
CO-CHAIRMAN 1994 $315,000 $315,000 $759 4,495 $12,830
1993 $300,000 $0 $436 6,279 $15,261
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JOHN A. GOESLING 1995 $322,083 $0 $20,354 5,264 $50,715
EXECUTIVE VICE PRESIDENT 1994 $307,500 $307,500 $754 4,388 $13,109
AND TREASURER 1993 $295,000 $0 $405 6,173 $15,493
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JACK IRVING 1995 $290,000 $44,793 $20,634 4,795 $45,406
EXECUTIVE 1994 $255,000 $136,394 $308 3,638 $11,237
VICE PRESIDENT 1993 $235,000 $129,727 $163 4,918 $12,857
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CYNTHIA C. PAUR 1995 $267,500 $42,988 $25,144 4,359 $49,160
EXECUTIVE 1994 $255,000 $210,649 $882 3,638 $12,476
VICE PRESIDENT 1993 $230,000 $50,000 $1,276 4,813 $12,941
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(1) The fiscal year of the Company ends January 31. Fiscal years indicated end
January 31 of the following year.
(2) Other Annual Compensation for fiscal year 1995 includes tax reimbursements.
(3) All Other Compensation for fiscal year 1995 includes the following:

Profit Sharing Plan benefit: Mr. Johnson: $7,980; Mr. Whitacre: $7,944; Mr.
Goesling: $7,938; Mr. Irving: $7,996; Ms. Paur: $7,985.

401(k) Plan benefit: Mr. Whitacre: $2,250; Mr. Goesling: $2,250; Ms. Paur:
$2,225.

Premiums on excess life insurance: Mr. Johnson: $3,417; Mr. Whitacre: $804;
Mr. Goesling: $1,282; Mr. Irving: $1,804; Ms. Paur: $931.

Automobile allowance: Mr. Goesling: $39,245; Mr. Irving: $35,606; Ms. Paur:
$38,019.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning
option grants during fiscal year 1995 to the named
executive officers:

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- ------------------------------------------------------------------------------------------------------------------
Potential Realizable
Percent Value at Assumed
of Total Annual Rates of Stock
Options Price Appreciation for
Number Granted to Exercise or Option Terms
of Options Employees in Base Price ----------------------
Name Granted(1) Fiscal Year Per Share Expiration Date 5% 10%
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RAYMOND A. JOHNSON 2,943 0.70% $39.00 May 16, 2005 $57,801 $160,025
2,708 0.65% $42.375 Nov 21, 2005 $72,167 $182,884
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JOHN J. WHITACRE 2,943 0.70% $39.00 May 16, 2005 $57,801 $160,025
2,708 0.65% $42.375 Nov 21, 2005 $72,167 $182,884
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JOHN A. GOESLING 2,521 0.60% $39.00 May 16, 2005 $49,513 $137,079
2,743 0.65% $42.375 Nov 21, 2005 $73,099 $185,248
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JACK F. IRVING 2,497 0.60% $39.00 May 16, 2005 $49,042 $135,774
2,298 0.55% $42.375 Nov 21, 2005 $61,240 $155,195
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CYNTHIA C. PAUR 2,270 0.54% $39.00 May 16, 2005 $44,583 $123,431
2,089 0.50% $42.375 Nov 21, 2005 $55,671 $141,080
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(1) Options are granted at the fair market value of the Company's Common Stock
on the date of grant. Absent contrary action by the Compensation and Stock
Option Committee at the time of grant, options vest and become exercisable
during employment with the Company ratably each year over a four-year period
from the date of grant. To the extent not already exercisable, options generally
become exercisable upon a sale of the Company or substantially all of its
assets. During the last fiscal year, the Company granted options to officers and
other key employees on May 16, 1995 and on November 21, 1995.

OPTION EXERCISES AND YEAR END VALUE TABLE

The following table sets forth information concerning
option exercises and the value of options held during
fiscal year 1995 by the named executive officers:

- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Dollar Value of
Number of Unexercised Unexercised, in-the-Money
Number of Options Held at Options held at
Shares Dollar January 31, 1996 January 31, 1996(1)
Acquired on Value -------------------------- --------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------

RAYMOND A. JOHNSON 5,716 $87,483 29,384 13,561 $222,549 $32,848
- ---------------------------------------------------------------------------------------------------------------
JOHN J. WHITACRE 0 $0 20,542 13,561 $130,635 $32,848
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JOHN A. GOESLING 4,398 $64,321 34,574 12,945 $326,158 $31,821
- ---------------------------------------------------------------------------------------------------------------
JACK F. IRVING 6,368 $186,264 36,917 11,116 $389,334 $25,968
- ---------------------------------------------------------------------------------------------------------------
CYNTHIA C. PAUR 5,860 $141,373 31,724 10,604 $323,829 $25,377
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------

(1) Dollar value is based on the market value of the Company's Common Stock on
the date of exercise or at January 31, 1996, as the case may be, minus the
exercise price.

PENSION PLAN TABLE

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

125,000 $ 45,000 $ 60,000 $ 75,000 $ 75,000 $ 75,000
150,000 $ 54,000 $ 72,000 $ 90,000 $ 90,000 $ 90,000
175,000 $ 63,000 $ 84,000 $105,000 $105,000 $105,000
200,000 $ 72,000 $ 96,000 $120,000 $120,000 $120,000
225,000 $ 81,000 $108,000 $135,000 $135,000 $135,000
250,000 $ 90,000 $120,000 $150,000 $150,000 $150,000
300,000 $108,000 $144,000 $180,000 $180,000 $180,000
400,000 $144,000 $192,000 $240,000 $240,000 $240,000
450,000 $162,000 $216,000 $270,000 $270,000 $270,000
500,000 $180,000 $240,000 $300,000 $300,000 $300,000
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------

(1) The benefits are payable pursuant to the Nordstrom Supplemental Executive
Retirement Plan, which covers officers of the Company and its subsidiaries,
including the named executive officers. The benefits are unfunded and limited to
a maximum of 60% of the monthly average compensation (based solely on the yearly
amounts set forth in the salary and bonus columns of the Summary Compensation
Table) less any monthly benefits payable under the Nordstrom Profit Sharing
Retirement Plan. The

normal retirement benefit provided by the Nordstrom Supplemental Executive
Retirement Plan is 2.4% of the monthly average compensation for the three
highest paying years of the last five years, multiplied by the number of years
of service with the Company, up to a maximum of twenty-five years.
(2) The credited years of service to the Company for Raymond A. Johnson, John J.
Whitacre, John A. Goesling, Jack F. Irving and Cynthia C. Paur are 26, 19, 18,
29 and 27, respectively.

COMPENSATION AND
STOCK OPTION
COMMITTEE
REPORT ON FISCAL YEAR
1995 EXECUTIVE
COMPENSATION
The Compensation and Stock Option Committee is comprised
of six non-employee directors. The Committee is
responsible for setting compensation levels for the
Co-Chairmen of the Board of Directors, the Co-Presidents
and the Executive Vice Presidents of the Company. This
Committee also consults with the Co-Chairmen and the
Co-Presidents with respect to the compensation and
benefits for other officers and with respect to the
benefits for certain other employees of the Company.

COMPENSATION PHILOSOPHY

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

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

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

- Since the Company has chosen teams to oversee the
operations of the Company, compensation
opportunities for the Co-Presidents, who manage
specific areas of the Company's business, and the
Co-Chairmen, who oversee the overall operations of
the Company, should be based on the respective
team's effort and performance of the Company as a
whole.

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

The Company also considers Section 162(m) of the Internal
Revenue Code, which limits to $1 million per year the
compensation expense deduction the Company may take with
respect to each of its executive officers, including those
named in the Summary Compensation Table. Considering the
current base salary levels of those officers, the Company
believes there is no risk of exceeding the $1 million
amount for any such officers. The Company intends

to comply with regulations promulgated under Section
162(m) to qualify both its Annual Bonus Incentive and
Stock Option Plans as performance-based exceptions to the
compensation expense deduction limit.

PAY MIX AND MEASUREMENT

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

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

ANNUAL BONUS INCENTIVES. This incentive is intended to
reflect the Company's belief that management's
contribution to medium and long-term Company performance
comes, in part, from maximizing Company earnings per
share, division sales, inventory turn and gross margins.
Annual bonus incentives for the Co-Chairmen, the
Co-Presidents and the Executive Vice President who acts as
the Chief Financial Officer are based solely on specified
earnings per share target amounts. The Committee
considered whether bonuses to these officers should be
based on sales levels instead of earnings per share. The
Committee concluded that bonus incentives to these
officers should be tied to earnings per share amounts
because increases in earnings per share generally
presuppose increases in sales volumes. Annual bonus
incentives for the other Executive Vice Presidents are
based on various combinations of earnings per share,
division sales, inventory turn, gross margin and expense
control targets. The amount of the respective bonuses is
based on these targets which, in turn, relate to
pre-established percentages

of the respective base salaries. Under this plan,
executive officers do not receive any bonus incentives
until the applicable minimum specified performance target
is achieved. Bonuses for fiscal year 1995 were paid only
to those executive officers who were subject to division
sales, inventory turn and gross margin targets. The
performance targets have not been waived for purposes of
these bonus incentives for any year covered by the Summary
Compensation Table.

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

Under the 1987 Plan, stock options may be granted to the
named executive officers and other key employees. The
option incentive component of the total compensation
package is intended to retain and motivate executives to
improve long-term stock market performance and to increase
Shareholder value. Stock options are granted at the fair
market value of the Company's Common Stock and will only
have value if the Company's stock price increases from the
time of the award. Vesting of options occurs during
employment with the Company upon each anniversary of the
award, with full vesting generally after the fourth year
following an award. Accordingly, executives must be
employed by the Company at the time of vesting in order to
benefit from the award. The number of stock options
granted to the named executive officers has been
determined by the Committee pursuant to a formula used for
all plan participants, without reference to the number of
stock options granted previously. Pursuant to the formula,
the number of option shares granted corresponds to the
number of underlying Company shares that would produce an
amount equal to 50% of the participant's yearly salary,
assuming an annual 12% growth rate in the Company's Common
Stock price over a five-year period. Stock options have
been granted semi-annually in May and November, with one
half of the formula value of the option award granted each
time. Since the formula is keyed to salary, the
performance factors discussed in the Base Salary paragraph
also would apply to this compensation component. This
Committee reserves the right to change or eliminate the
formula at any time but has no present intention to do so.

RETIREMENT/SAVINGS. The Nordstrom Profit Sharing
Retirement Plan was established in 1951 and covers all
regular, full-time employees of the Company and its
subsidiaries, including the named executive officers.
Except for the 401(k) feature described below, the
Retirement Plan, which is qualified

under Internal Revenue Code Section 401(a), is funded
solely by the Company. The Board of Directors determines
annually an amount to be contributed by the Company to the
Retirement Plan. Allocation of the Company's contribution
to each participant's account is pro rata, based on one
unit of credit for each year of service and one unit of
credit for each $100 of compensation. For purposes of this
latter calculation, compensation is limited to $150,000
for calendar year 1995.

The 401(k) feature of the Retirement Plan allows an
employee to defer a portion of his or her compensation
under Section 401(k) of the Internal Revenue Code.
Eligibility for this feature occurs as of February 1
following or coinciding with the employee's date of hire.
Once eligible, the employee may elect to have the Company
pay from 1% to 10% of the employee's compensation, up to a
maximum of $9,240 for calendar year 1995, to the
Retirement Plan instead of paying that amount to the
employee. The Company matches 25% of the employee's
contribution up to 6% of the employee's compensation.
Monies in the account are invested at the direction of the
employee among one or more of six funds, one of which
consists of Common Stock of the Company. Distributions are
made at normal retirement or earlier termination of
employment, and for terminal illness, disability or
hardship.

The Nordstrom Supplemental Executive Retirement Plan
provides retirement benefits to certain executives and key
employees of the Company. This Plan is described in the
note to the Pension Plan Table above.

COMPENSATION OF THE
CO-CHAIRMEN
Base salaries for the two Co-Chairmen are determined by
overall Company performance. Overall Company performance
is measured by a number of factors including the Company's
earnings, real or perceived retail environment and
competitive conditions, performance versus budget, growth
in accounts receivable, improvement in gross margins and
this Committee's assessment of management skills. None of
these factors is given greater weight than any other
factor. For fiscal year 1995, the base salaries of the Co-
Chairmen were increased by approximately nine percent over
their base salaries of the previous year to reflect
moderate growth in overall Company performance. Annual
bonus incentives for the Co-Chairmen are based solely on
earnings per share targets as previously described. Those
earnings per share targets were not met and the
Co-Chairmen did not receive any bonus for fiscal year
1995. The Co-Chairmen received stock options during fiscal
year 1995 pursuant to the formula used for all Stock
Option Plan participants

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

COMPENSATION AND STOCK OPTION
COMMITTEE

Elizabeth Crownhart Vaughan, Chair
D. Wayne Gittinger
John F. Harrigan
Ann D. McLaughlin
Alfred E. Osborne, Jr.
William D. Ruckelshaus

STOCK PRICE
PERFORMANCE
PERFORMANCE GRAPH

The following graph compares for each of the last five
fiscal years ending January 31 the cumulative total return
of Company Common Stock, Standard & Poor's 500 Index and
Standard & Poor's Retail Store Composite. The cumulative
total return of Company Common Stock assumes $100 invested
on January 31, 1991 in Nordstrom, Inc. Common Stock and
assumes reinvestment of dividends.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

STANDARD & POOR'S S&P RETAIL NORDSTROM, INC.

500 Index Stores Composite Common Stock
1991 100 100 100
1992 119 137 136
1993 128 162 145
1994 140 154 131
1995 137 140 153
1996 185 156 150

COMPENSATION OF
DIRECTORS
Employee directors of the Company are not paid any fees
for serving as members of the Board or any Board
committee. Non-employee directors are paid a yearly
retainer of $15,000 and a fee of $1,000 for each Board
meeting and $1,000 for each committee meeting attended,
together with reasonable traveling expenses. Pursuant to
the 1993 Non-Employee Director Stock Incentive Plan,
immediately following each Annual Meeting of Shareholders
non-employee directors also receive that number of shares
of Company Common Stock having a fair market value of
$10,000, plus a $4,000 cash award to offset tax
obligations attributable to the stock award.

COMPENSATION
COMMITTEE INTERLOCKS
AND INSIDER
PARTICIPATION
None of the members of the Compensation and Stock Option
Committee is or has been an officer or employee of the
Company or any of its subsidiaries. D. Wayne Gittinger, a
director of the Company and a member of the Compensation
and Stock Option Committee, is a partner in the law firm
of Lane Powell Spears Lubersky, which rendered legal
services to the Company during the past fiscal year.

PROPOSAL 2:
RATIFICATION OF
APPOINTMENT OF
AUDITORS
The Board of Directors, acting upon the recommendation of
the Audit Committee, has appointed the independent public
accounting firm of Deloitte & Touche LLP to be the
Company's auditors for fiscal year 1996. As in the past,
the Board has determined that it would be desirable to
request ratification of its appointment by the
Shareholders of the Company. If the Shareholders do not
ratify the appointment of Deloitte & Touche LLP, the
appointment of independent public accountants will be
reconsidered by the Board. A representative of Deloitte &
Touche LLP will be present at the Annual Meeting, will
have the opportunity to make a statement if he or she so
desires and will be available to respond to appropriate
questions.

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

SOLICITATION OF
PROXIES
All expenses of proxy solicitation will be paid by the
Company. Solicitation of proxies will be made primarily by
mail, but proxies may also be solicited personally, by
telephone and by telegraph and by regular officers and
employees of the Company who will receive no additional
compensation for their services. Brokers or other persons
holding shares in their names or in the names of nominees
will be reimbursed their reasonable expenses for sending
proxy material to principals and obtaining their proxies.
In addition, the Company has retained Corporate Investor
Communications, Inc. to aid in the Company's solicitation
for an estimated fee of $6,000 plus out-of-pocket
expenses.

COMPLIANCE WITH
SECTION 16(A) OF
THE EXCHANGE ACT
OF 1934 Based solely on its review of copies of reports made
pursuant to Section 16(a) of the Securities Exchange Act
of 1934 and the related regulations, the Company believes
that during fiscal year 1995 all filing requirements
applicable to its directors, executive officers and 10
percent shareholders were satisfied.

OTHER MATTERS
The Board of Directors of the Company knows of no other
matters that may come before the meeting. However, if any
other matters should properly come before the meeting or
any adjournment thereof, it is the intention of the
persons named in the Proxy to vote the Proxy in accordance
with their best judgment.

SHAREHOLDER
PROPOSALS FOR 1997
ANNUAL MEETING
Proposals for Shareholder action which eligible
Shareholders wish to have included in the Company's Proxy
Statement mailed to Shareholders in connection with the
Company's 1997 Annual Meeting must be received by the
Company at its principal executive offices on or before
November 30, 1996.

By Order of the Board of Directors,

KAREN E. PURPUR
Secretary

Seattle, Washington
March 29, 1996

[LOGO]

[RECYCLED LOGO]
Printed on Recycled Paper

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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

By signing this Proxy, the Shareholder appoints D. Wayne Gittinger and
Karen E. Purpur, or either of them, with full power of substitution, proxies to
vote all shares of stock of the undersigned entitled to vote at the Annual
Meeting of Shareholders of Nordstrom, Inc. to be held May 21, 1996 in
Alexandria, Virginia, at 11:00 a.m., Eastern Time, and any adjournment thereof,
with all power the Shareholder would possess if personally present.

This Proxy will be voted in accordance with the instructions given. Unless
revoked or otherwise instructed, the shares represented by this Proxy will be
voted for proposals 1 and 2 and will be voted in accordance with the discretion
of the proxies upon all other matters which may come before the meeting or any
adjournment thereof.

Please Mark, Date, Sign and Return this proxy card promptly using the enclosed
postage-paid envelope.

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

^ FOLD AND DETACH HERE ^

WE INVITE YOU TO ACCESS
A NORDSTROM PERSONAL SHOPPER
ON-LINE THROUGH:

NORDSTROM PERSONAL TOUCH AMERICA
--------------------------------

Our Internet e-mail address: 6870401@mcimail.com

Our Internet website: http://www.internetmci.com/marketplace/nordstrom

WHEREVER YOU LIVE IN THE WORLD, NPTA OFFERS YOU THE ASSISTANCE OF YOUR OWN
PERSONAL SHOPPER--SOMEONE RIGHT IN OUR STORE WHO WILL LISTEN TO YOU, GET TO KNOW
YOU, RESPOND TO YOUR INQUIRIES AND FILL YOUR ORDER EVERY TIME YOU SHOP.

IF YOU PREFER, CONTACT US BY FAX AT (206) 628-1441,
OR BY PHONE AT (206) 628-1435.

NORDSTROM

Please mark your votes as indicated in this example

/X/

FOR all nominees
(except as indicated WITHHOLD AUTHORITY
to the contrary below) to vote for all nominees

PROPOSAL 1-ELECTION OF / / / /
DIRECTORS
P. M. Condit, D. W. Gittinger,
R. A. Johnson, C. A. Lynch,
A. D. McLaughlin, J. A. McMillan,
B. A. Nordstrom, J. N. Nordstrom,
A. E. Osborne, Jr.,
W. D. Ruckelshaus,
E. C. Vaughan, J. J. Whitacre

To withhold authority to vote for any individual nominee, write that nominee's
name on the space provided below.

____________________________________________________________________

FOR AGAINST ABSTAIN

PROPOSAL 2-RATIFICATION OF APPOINTMENT OF AUDITORS / / / / / /

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING. The Board of Directors at present
knows of no other matters to be brought before the meeting.

Signature(s) _______________________________________ Dated______________, 1996

PLEASE SIGN AS NAME APPEARS ON THIS PROXY. Joint signers should each sign.
Trustees, Guardians, Personal and other Representatives, please indicate full
title.

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

^ FOLD AND DETACH HERE ^

BE ON THE LOOKOUT
FOR A NEW NORDSTROM NEAR YOU
----------------------------

OPENING FALL 1996 OPENING SPRING 1997 OPENING SPRING 1998*

TROY, MICHIGAN BELLEVUE, WASHINGTON ATLANTA, GEORGIA
SOMERSET COLLECTION NORTH FACTORIA MALL (RACK) PERIMETER MALL

DENVER, COLORADO OVERLAND PARK, KANSAS
PARK MEADOWS MALL OPENING FALL 1997 OAK PARK MALL

COSTA MESA, CALIFORNIA LONG ISLAND, NEW YORK LONG ISLAND, NEW YORK
METRO POINTE (RACK) ROOSEVELT FIELD THE MALL AT THE SOURCE (RACK)

WEST HARTFORD, CONNECTICUT SEATTLE, WASHINGTON
WESTFARMS MALL DOWNTOWN

BEACHWOOD, OHIO
BEACHWOOD PLACE OPENING FALL 1998*

NORFOLK, VIRGINIA
MACARTHUR CENTER

PROVIDENCE, RHODE ISLAND
PROVIDENCE PLACE

SCOTTSDALE, ARIZONA
NORDSTROM SCOTTSDALE FASHION SQUARE

* TENTATIVE

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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

Please Mark, Date, Sign and Return this proxy card promptly using the enclosed
postage-paid envelope.

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

^ FOLD AND DETACH HERE ^

DEAR PLAN PARTICIPANT,

SINCE YOU HAVE A PORTION OF YOUR NORDSTROM P.S. PLUS 401(k) ACCOUNT IN THE
NORDSTROM STOCK FUND, YOU HAVE THE RIGHT TO VOTE THE SHARES OF NORDSTROM
STOCK HELD FOR YOUR ACCOUNT. THIS SAME PROXY AND VOTING INFORMATION IS
FURNISHED TO ALL NORDSTROM SHAREHOLDERS.

THE TRUSTEE OF THE NORDSTROM STOCK FUND (FIRST INTERSTATE BANK OF WASHINGTON,
N.A.) WILL RECEIVE YOUR SIGNED PROXY AND INSTRUCTIONS, AND THOSE MADE BY
OTHER PARTICIPANTS, AND CAST THE RESULTING VOTE ON BEHALF OF THE FUND AS A
WHOLE TO THE COMPANY. YOUR VOTE WILL BE KEPT IN STRICT CONFIDENCE BY THE
TRUSTEE.

YOUR VOTE IS VERY IMPORTANT

PLEASE RETURN ONLY THIS PROXY CARD IN THE ENCLOSED ENVELOPE. DO NOT COMBINE
----
IT WITH ANY OTHER PROXY CARDS YOU MAY RECEIVE AS THEY MAY BE TABULATED BY A
DIFFERENT SYSTEM. YOU MUST EXECUTE AND RETURN THIS PROXY CARD IF YOU WISH TO
VOTE THESE SHARES.

NORDSTROM

Please mark your votes as indicated in this example

/X/

FOR all nominees
(except as indicated WITHHOLD AUTHORITY
to the contrary below) to vote for all nominees

To withhold authority to vote for any individual nominee, write that nominee's
name on the space provided below.

____________________________________________________________________

FOR AGAINST ABSTAIN

PROPOSAL 2-RATIFICATION OF APPOINTMENT OF AUDITORS / / / / / /

Signature(s) _______________________________________ Dated______________, 1996

PLEASE SIGN AS NAME APPEARS ON THIS PROXY. Joint signers should each sign.
Trustees, Guardians, Personal and other Representatives, please indicate full
title.

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

^ FOLD AND DETACH HERE ^

BE ON THE LOOKOUT
FOR A NEW NORDSTROM NEAR YOU
----------------------------

OPENING FALL 1996 OPENING SPRING 1997 OPENING SPRING 1998*

TROY, MICHIGAN BELLEVUE, WASHINGTON ATLANTA, GEORGIA
SOMERSET COLLECTION NORTH FACTORIA MALL (RACK) PERIMETER MALL

DENVER, COLORADO OVERLAND PARK, KANSAS
PARK MEADOWS MALL OPENING FALL 1997 OAK PARK MALL

COSTA MESA, CALIFORNIA LONG ISLAND, NEW YORK LONG ISLAND, NEW YORK
METRO POINTE (RACK) ROOSEVELT FIELD THE MALL AT THE SOURCE (RACK)

WEST HARTFORD, CONNECTICUT SEATTLE, WASHINGTON
WESTFARMS MALL DOWNTOWN

BEACHWOOD, OHIO
BEACHWOOD PLACE OPENING FALL 1998*

NORFOLK, VIRGINIA
MACARTHUR CENTER

PROVIDENCE, RHODE ISLAND
PROVIDENCE PLACE

SCOTTSDALE, ARIZONA
NORDSTROM SCOTTSDALE FASHION SQUARE

* TENTATIVE