Amendment dated as of September 3, 1997, to Master Note Agreement, 
dated June 10, 1985, as amended (the "Agreement") by and between 
Nordstrom Credit, Inc. and Morgan Guaranty Trust Company of New York, as 
custodian, fiduciary and advisor.

   WHEREAS, the parties hereto wish to amend the Agreement so as to 
change the rate at which interest under the Agreement is computed;

   Now, Therefore, the parties hereto agree as follows:

   1.  The third paragraph of the Agreement is deleted in its entirety 
and the following is inserted in lieu thereof:

The principal amount of each such note shall be specified from time to 
time in the manner hereinafter provided.  Each such note shall be dated 
as of the date of its issue and shall bear interest from said date on 
the principal amount from time to time outstanding, payable on the first 
day of each month, at a rate per annum for each day equal to the One 
Month LIBOR Rate (as hereinafter defined) for such day, less fourteen 
(14) basis points, or, if such day is not a business day, the rate for 
the immediately preceding business day.  For the purposes of this 
Agreement the term One Month LIBOR Rate shall mean the one month USD 
LIBOR Rate (British Bankers Association) quoted on page 3750 of 
Telerate.  If the One Month LIBOR Rate is not available for any business 
day, the applicable rate for such day shall be the one month LIBOR rate 
for such day as determined by you, in a commercially reasonable manner, 
on the basis of quotations received by you from three U.S. money center 
banks of recognized standing.  For purposes of computing interest, 
principal amounts loaned hereunder shall be deemed to be outstanding on 
the date loaned but not on the date repaid.

   2.  Except as hereby expressly amended, the Agreement and all the 
terms, conditions and provisions thereof shall continue in full force 
and effect.

   IN WITNESS WHEREOF, the parties have hereto set their names as at the 
date first above written.


MORGAN GUARANTY TRUST COMPANY               NORDSTROM CREDIT, INC.
OF NEW YORK


By:   /s/ Robert R. Johnson                 By:    /s/John C. Walgamott
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Title: Vice President                       Title: President
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