AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                      OF

                               NORDSTROM, INC.

 

Pursuant to the provisions of the Washington Business Corporation Act and RCW

23B.10.020 and RCW 23B.10.070, the following Amended and Restated Articles of

Incorporation are hereby submitted for filing.

 

                                ARTICLE I

 

        The name of the corporation is Nordstrom, Inc.

 

                                ARTICLE II

 

        The period of duration of the corporation is perpetual.

 

                                ARTICLE III

 

        The purpose of the corporation is to engage in any and all business, the

conduct of which is not forbidden to corporations by the Constitution, statutes

or common law of the state of Washington.

 

                                ARTICLE IV

 

      1.   The aggregate number of shares which the Corporation shall have

authority to issue is 1,000,000,000 shares of Common Stock, all of which

are without par value.

 

      2.   The shareholders of the corporation shall not have preemptive rights

to acquire additional shares or securities convertible into shares

offered for sale or otherwise issued by the corporation.

 

      3.   No shareholder will be permitted to cumulate his votes at any

election of directors.

 

                                ARTICLE V

 

     The number of directors constituting the Board of Directors shall be such

number, not less than three, as may be specified from time to time in the

Bylaws.

 

                                ARTICLE VI

 

     The corporation shall have the right to purchase its own shares to the

extent of unreserved and unrestricted surplus available therefor, whether

capital surplus or earned surplus.  The Board of Directors may, from time to

time, distribute to the shareholders a portion of the assets of this

corporation, in cash or property, out of the capital surplus of this

corporation.

 

                                ARTICLE VII

 

     The power to adopt, alter, amend or repeal the Bylaws shall be vested in

the Board of Directors.

 

 

                               ARTICLE VIII

 

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     This corporation reserves the right to amend, change or repeal any

provision of these Amended and Restated Articles of Incorporation in the manner

now or hereafter prescribed by law, and all rights conferred upon shareholders

herein are subject to this reserved power.

 

                                ARTICLE IX

 

     Any personal liability of a director to the corporation or its

shareholders for monetary damages for conduct as a director is eliminated,

except for any liability for any acts or omissions that involve intentional

misconduct by a director or a knowing violation of law by a director, for

conduct violating RCW 23B.08.310, for any transaction from which the director

will personally receive a benefit in money, property, or services to which the

director is not legally entitled, or for any act or omission occurring prior to

the date when this Article becomes effective.  If hereafter the Washington

Business Corporation Act is amended to change the corporation's power to

eliminate or limit the liability of a director to the corporation, then, upon

the effective date of the amendment and without further act:

 

if the amendment permits further elimination or limitation of

liability, the liability of a director shall be additionally

eliminated and limited to such further extent, or

 

if the amendment changes to power to eliminate the liability of a

director in any other respect, the liability of a director shall be

eliminated and limited with respect to acts or omissions occurring

after the effective date of the amendment to the fullest extent

permitted by the Washington Business Corporation Act as so amended.

 

No amendment or repeal of these Amended and Restated Articles of Incorporation

shall adversely affect any right or any elimination or limitation of liability

of a director existing immediately prior to the amendment or repeal.

 

     IN WITNESS WHEREOF, the undersigned submits these Amended and Restated

Articles of Incorporation as of May 24, 2005.

 

 

                                    /s/ David L. Mackie

                                    David L. Mackie

                                    Secretary

 

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                     CERTIFICATE OF AMENDMENT TO THE

             AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

                             NORDSTROM, INC.

 

     Pursuant to the provisions of the Washington Business Corporation Act and

RCW 23B.10.060, the undersigned corporation hereby submits this Certificate of

Amendment to the Articles of Incorporation for filing.

 

      1.    The name of the corporation is Nordstrom, Inc.

 

      2.    The text of paragraph 1 of Article IV shall be deleted in

its entirety and replaced with the following (the "Amendment"):

 

                                 ARTICLE IV

 

              1.   The aggregate number of shares which the Corporation

              shall have authority to issue is 1,000,000,000 shares of

              Common Stock, all of which are without par value.

 

      3.   The Amendment does not provide for an exchange,

reclassification or cancellation of issued shares.

 

      4.   The Amendment was duly approved by the board of directors of

the corporation on May 24, 2005.

 

      5.   The Amendment was approved by the board of directors of the

corporation in accordance with the provisions of RCW

23B.10.020(4)(a) and shareholder action was not required.

 

DATED:  May 24, 2005

 

                                    NORDSTROM, INC.

 

 

 

                                     By /s/ David L. Mackie

                                     David L. Mackie

                                     Secretary

 

 

[End]