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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q(Mark One)☑

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

For the quarterly period ended August 3, 2024
or☐

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: 001-15059

Nordstrom, Inc.

(Exact name of registrant as specified in its charter)
Washington(State or other jurisdiction ofincorporation or organization)

91-0515058(I.R.S. Employer
Identification No.)

1617 Sixth Avenue, Seattle, Washington 98101(Address of principal executive offices)206-628-2111(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common stock, without par value
Common stock purchase rights

Trading Symbol
JWN

Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange

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 ☑ No ☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).
Yes ☑ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☑ Large Accelerated Filer☐ Non-accelerated filer☐ Accelerated filer☐ Smaller reporting company☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
Common stock outstanding as of August 30, 2024: 164,210,989 shares

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TABLE OF CONTENTSFORWARD-LOOKING STATEMENTS
DEFINITIONS OF COMMONLY USED TERMSPART I — FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited).
Condensed Consolidated Statements of Earnings
Condensed Consolidated Statements of Comprehensive Earnings
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Shareholders’ Equity
Condensed Consolidated Statements of Cash Flows
Notes to Condensed Consolidated Financial Statements
Note 1: Basis of Presentation
Note 2: Revenue
Note 3: Debt and Credit Facilities
Note 4: Fair Value Measurements
Note 5: Stock-based Compensation
Note 6: Shareholders’ Equity
Note 7: Earnings Per Share
Note 8: Segment Reporting
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
Item 4.
Controls and Procedures.
PART II — OTHER INFORMATION
Item 1.
Legal Proceedings.
Item 1A.
Risk Factors.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3.
Defaults Upon Senior Securities.
Item 4.
Mine Safety Disclosures.
Item 5.
Other Information.
Item 6.
Exhibits.
Exhibit Index
Signatures

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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are statements regarding matters that are not historical facts, and are based on our management’s
beliefs and assumptions and on information currently available to our management. A forward-looking statement is neither a prediction nor aguarantee of future events or circumstances, and those future events or circumstances may not occur. In some cases, forward-looking
statements can be identified by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,”“estimate,” “project,” “predict,” “potential,” “pursue,” “going forward” and similar expressions intended to identify forward-looking statements.
These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, timeframes or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by
the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, our anticipated financial outlook forthe fiscal year ending February 1, 2025, trends in our operations and the following:
Strategic and Operational• successful execution of our customer strategy to provide customers superior service, products and experiences, online, through ourfulfillment capabilities and in stores,• timely and effective implementation and execution of our evolving business model, including:◦ winning at our market strategy by providing a differentiated and seamless experience, which consists of the integration of our digitaland physical assets, development of new supply chain capabilities and timely delivery of products,◦ broadening the reach of Nordstrom Rack, including delivering great brands at great prices and leveraging our digital and physicalassets,◦ enhancing our platforms and processes to deliver core capabilities to drive customer, employee and partner experiences both
digitally and in stores,• our ability to effectively manage our merchandise strategy, including our ability to offer compelling assortments and optimize ourinventory to ensure we have the right product mix and quantity in each of our channels and locations, allowing us to get closer to ourcustomers,• our ability to effectively allocate and scale our marketing strategies and resources, as well as realize the expected benefits of NordstromMedia Network, The Nordy Club, advertising and promotional campaigns,• our ability to respond to the evolving retail environment, including new fashion trends, environmental considerations and our customers’changing expectations of service and experience in stores and online, and our development and outcome of new market strategies andcustomer offerings,• our ability to mitigate the effects of any disruptions in the global supply chain, including factory closures, transportation challenges or
stoppages of certain imports, and rising prices of raw materials and freight expenses,• our ability to control costs through effective inventory management and supply chain processes and systems,• the potential impacts of the Board of Director’s consideration of potential avenues to enhance shareholder value, including the disclosureof a possible “going private” transaction being explored by our Chief Executive Officer and our President and Chief Brand Officer, on ourbusiness, financial condition and results of operations, as well as our stock price,• our ability to acquire, develop and retain qualified and diverse talent by providing appropriate training, compelling work environments andcompetitive compensation and benefits, especially in areas with increased market compensation, all in the context of any labor shortage
and competition for talent,• our ability to realize expected benefits, anticipate and respond to potential risks and appropriately manage costs associated with ourcredit card revenue sharing program,• potential goodwill impairment charges, future impairment charges and fluctuations in the fair values of reporting units or of assets in theevent projected financial results are not achieved within expected time frames or if our strategic direction changes,
Data, Cybersecurity and Information Technology• successful execution of our information technology strategy, including engagement with third-party service providers,• the impact of any system or network failures, cybersecurity and/or security breaches, including any security breach of our systems or
those of a third-party provider that results in the theft, transfer or unauthorized disclosure of customer, employee or Company
information, or that results in the interruption of business processes or causes financial loss, and our compliance with information
security and privacy laws and regulations, as well as third-party contractual obligations in the event of such an incident,
Reputation and Relationships• our ability to maintain our reputation and relationships with our customers, employees, vendors and third-party partners and landlords,• our ability to act responsibly and with transparency with respect to our environmental, social and governance practices and initiatives,
meet any communicated targets, goals or milestones and adapt to evolving reporting requirements,

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Table of Contents• our ability to market our brand and distribute our products through a variety of third-party publisher or platform channels, as well as
access mobile operating system and website identifiers for personalized delivery of targeted advertising,• the impact of a concentration of stock ownership on our shareholders’ ability to influence corporate matters,
Investment and Capital• efficient and proper allocation of our capital resources,• our ability to properly balance our investments in technology, Supply Chain Network facilities and existing and new store locations,
including the expansion of our market strategy,• our ability to maintain or expand our presence, including timely completion of construction associated with Supply Chain Network
facilities and new, relocated and remodeled stores, as well as any potential store closures, all of which may be impacted by third parties,
consumer demand and other natural or man-made disruptions, and government responses to any such disruptions,• market fluctuations, increases in operating costs, exit costs and overall liabilities and losses associated with owning and leasing realestate,• compliance with debt and operating covenants, availability and cost of credit, changes in our credit ratings and changes in interest rates,• the actual timing, price, manner and amounts of future share repurchases, dividend payments or share issuances, if any, subject to thediscretion of our Board of Directors, contractual commitments, market and economic conditions and applicable SEC rules,
Economic and External• the length and severity of epidemics or pandemics, or other catastrophic events, and the related impact on customer behavior, store andonline operations and supply chain functions, as well as our future consolidated financial position, results of operations and cash flows,• the impact of the seasonal nature of our business and cyclical customer spending,• the impact of economic and market conditions, including inflation and measures to control inflation, and resulting changes to customer
purchasing behavior, unemployment and bankruptcy rates, and the resulting impact on consumer spending and credit patterns,• the impact of economic, environmental or political conditions,• the impact of changing consumer traffic patterns at shopping centers and malls,• financial insecurity or potential insolvency experienced by our vendors, suppliers, developers, landlords, competitors or customers,• weather conditions, natural disasters, climate change, national security concerns, global conflicts, civil unrest, other market and supply
chain disruptions, the effects of tariffs, or the prospects of such events, and the resulting impact any of these events may have on
business operations, consumer spending patterns or information technology systems and communications,
Legal and Regulatory• our, and the third parties’ we do business with, compliance with applicable domestic and international laws, regulations and ethicalstandards, minimum wage, employment and tax, information security and privacy, consumer credit and environmental regulations andthe outcome of any claims, litigation and regulatory investigations and resolution of such matters,• the impact of changes in laws relating to consumer credit, the current regulatory environment, the financial system and tax reforms,• the impact of accounting rule and regulation changes, or our interpretation of the changes, or changes in underlying assumptions,estimates or judgments.
These and other factors, including those factors we discuss in Part II, Item 1A. Risk Factors, could affect our financial results and cause ouractual results to differ materially from any forward-looking information we may provide. Given these risks, uncertainties and other factors,
undue reliance should not be placed on these forward-looking statements. Also, these forward-looking statements represent our estimatesand assumptions only as of the date of this filing, and these estimates and assumptions may prove to be incorrect. This Quarterly Report on
Form 10-Q should be read completely and with the understanding that our actual future results may be materially different from what we
expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no
obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from thoseanticipated in these forward-looking statements, even if new information becomes available in the future.
All references to “we,” “us,” “our,” or the “Company” mean Nordstrom, Inc. and its subsidiaries. On March 2, 2023, Nordstrom Canada
commenced a wind-down of its business operations (see Note 1: Basis of Presentation in Item 1) and as of this date, Nordstrom Canada wasdeconsolidated from Nordstrom, Inc.’s financial statements. Nordstrom Canada results prior to March 2, 2023 are included in the Company’s
Condensed Consolidated Financial Statements.

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In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are
based upon information available to us as of the filing date of this Quarterly Report on Form 10-Q, and while we believe such information
forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read toindicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are
inherently uncertain and investors are cautioned not to unduly rely upon these statements.
The content of any websites and materials named, hyperlinked or otherwise referenced in this Quarterly Report on Form 10-Q are notincorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file with the SEC, and any
references to such websites and materials are intended to be inactive textual references only. The information on these websites is not partof this Quarterly Report on Form 10-Q.

DEFINITIONS OF COMMONLY USED TERMS
Term
2023 Annual Report
Adjusted EPS
Adjusted ROIC
ASU
CCAA
Digital sales

EBIT
EBIT margin
EBITDAEBITDAREPS
ESPP
Exchange Act
FASB
Second quarter of2024
Second quarter of2023
Fiscal year 2024
Fiscal year 2023
GAAP
GMV
Gross profit
Leverage Ratio

Definition
Annual Report on Form 10-K filed on March 19,
2024
Adjusted earnings (loss) per diluted share (anon-GAAP financial measure)
Adjusted return on invested capital (a non-GAAP
financial measure)Accounting Standards Update
Companies’ Creditors Arrangement Act

Term
MD&A

Definition
Management’s Discussion and Analysis ofFinancial Condition and Results of Operations
NAV
Net asset value
Nordstrom
Nordstrom.com, Nordstrom U.S. stores andNordstrom Local. Nordstrom also included
Canada operations prior to March 2, 2023,
inclusive of Nordstrom.ca, Nordstrom Canadianstores and Nordstrom Rack Canadian stores andASOS | Nordstrom prior to December 2023.
Nordstrom Canada
Nordstrom Canada Retail, Inc., Nordstrom
Canada Holdings, LLC and Nordstrom Canada
Holdings II, LLC
Nordstrom Local
Nordstrom Local service hubs, which offer order
pickups, returns, alterations and other services
Nordstrom Rack
NordstromRack.com, Nordstrom Rack U.S.
stores and Last Chance clearance stores
The Nordy Club
Our customer loyalty programNYSE
New York Stock Exchange
Operating Lease Cost Fixed rent expense, including fixed common area
maintenance expense, net of developer
reimbursement amortization
Property incentives
Developer and vendor reimbursements
PSU
Performance share unit
Revolver
Senior revolving credit facility
Rights Plan
Our limited-duration Shareholder Rights
Agreement adopted by the Board of Directors
ROU asset
Operating lease right-of-use asset
RSU
Restricted stock unit
SEC
Securities and Exchange Commission
SG&A
Selling, general and administrative expenses
Supply Chain
Fulfillment centers that primarily process andNetwork
ship orders to our customers, distribution centersthat primarily process and ship merchandise to
our stores and other facilities and omni-channel
centers that both fulfill customer orders and shipmerchandise to our stores
TD
Toronto-Dominion Bank, N.A.

Sales conducted through a digital platform suchas our websites or mobile apps. Digital sales
may be self-guided by the customer, as in a
traditional online order, or facilitated by asalesperson using a virtual styling or selling tool.
Digital sales may be delivered to the customer orpicked up in our Nordstrom stores, Nordstrom
Rack stores or Nordstrom Local service hubs.
Digital sales also includes a reserve for
estimated returns.
Earnings (loss) before interest and income taxes
Earnings (loss) before interest and income taxes
as a percent of net sales
Earnings (loss) before interest, income taxes,
depreciation and amortization
Earnings (loss) before interest, income taxes,
depreciation, amortization and rent, as definedby our Revolver covenant
Earnings (loss) per share
Employee Stock Purchase Plan
Securities Exchange Act of 1934, as amended
Financial Accounting Standards Board
13 fiscal weeks ending August 3, 2024
13 fiscal weeks ending July 29, 2023
52 fiscal weeks ending February 1, 2025
53 fiscal weeks ending February 3, 2024
U.S. generally accepted accounting principles
Gross merchandise value
Net sales less cost of sales and related buying
and occupancy costs
The sum of our funded debt and operating leaseliabilities divided by the preceding twelve monthsof Adjusted EBITDAR as defined by our Revolver
covenant

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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
NORDSTROM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS(Amounts in millions except per share amounts)(Unaudited)

Net sales
Credit card revenues, net
Total revenues
Cost of sales and related buying and occupancy costs
Selling, general and administrative expenses
Canada wind-down costs
Earnings (loss) before interest and income taxes
Interest expense, net
Earnings (loss) before income taxes
Income tax (expense) benefit
Net earnings (loss)

Quarter Ended
August 3, 2024
$3,785
109
3,894(2,401)(1,303)
—
190
(26)
164
(42)
$122

July 29, 2023
$3,662110
3,772(2,380)(1,200)
—
192
(26)
166
(29)
$137

Six Months Ended
August 3, 2024
July 29, 2023
$7,006$6,726
223
227
7,229
6,953
(4,604)(4,407)(2,456)(2,304)
—
(309)
169
(67)
(53)
(54)
116
(121)
(33)
54
$83
($67)

Earnings (loss) per share:
Basic
Diluted

$0.74
$0.72

$0.85
$0.84

$0.50
$0.49

($0.42)($0.42)

Weighted-average shares outstanding:
Basic
Diluted

164.1
168.8

161.7
163.2

163.6
167.3

161.3
161.3

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

NORDSTROM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS(Amounts in millions)(Unaudited)Net earnings (loss)
Foreign currency translation adjustment
Comprehensive net earnings (loss)

Quarter Ended
August 3, 2024
$122
—
$122

July 29, 2023
$137
—
$137

Six Months Ended
August 3, 2024
July 29, 2023
$83
($67)
—
(4)
$83
($71)

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

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NORDSTROM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS(Amounts in millions)(Unaudited)
August 3, 2024

February 3, 2024

July 29, 2023

AssetsCurrent assets:
Cash and cash equivalents
Accounts receivable, net
Merchandise inventories
Prepaid expenses and other current assets
Total current assets

$679
277
2,144
348
3,448

$628
334
1,888
286
3,136

$885
246
1,979
400
3,510

Land, property and equipment (net of accumulated depreciation of $8,507, $8,251
and $8,254)
Operating lease right-of-use assets
Goodwill
Other assets
Total assets

3,063
1,353
249
530
$8,643

3,177
1,359
249
523
$8,444

3,181
1,381
249
480
$8,801

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable
Accrued salaries, wages and related benefits
Current portion of operating lease liabilities
Other current liabilities
Current portion of long-term debt
Total current liabilities$1,533
289
247
1,149
—
3,218

$1,236
244
240
1,102
250
3,072

$1,434
375
224
1,264
249
3,546

Long-term debt, net
Noncurrent operating lease liabilities
Other liabilities

2,615
1,370
492

2,612
1,377
535

2,609
1,392
580

3,458
(2,518)8948$8,643

3,418(2,578)8848$8,444

3,388(2,717)3674$8,801

Commitments and contingencies
Shareholders’ equity:
Common stock, no par value: 1,000 shares authorized; 164.2, 162.4 and 161.7
shares issued and outstanding
Accumulated deficit
Accumulated other comprehensive gain
Total shareholders’ equity
Total liabilities and shareholders’ equity

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

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NORDSTROM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY(Amounts in millions except per share amounts)(Unaudited)
Quarter Ended
August 3, 2024
Common stock
Balance, beginning of period
Issuance of common stock under stock compensation
plans
Stock-based compensation
Balance, end of period

July 29, 2023

Six Months Ended
August 3, 2024
July 29, 2023

$3,437$3,372$3,418$3,3532
19$3,4582
14$3,388931$3,45813
22$3,388($2,609)($2,824)($2,578)($2,588)

—
122
(31)
—
($2,518)

—
137
(30)
—
($2,717)

39
83
(62)
—
($2,518)

—
(67)
(61)
(1)
($2,717)

$8
—
—
$8

$3
—
—
$3

$8
—
—
$8

($26)
33
(4)
$3

Total shareholders’ equity

$948

$674

$948

$674

Dividends per share

$0.19

$0.19

$0.38

$0.38

Accumulated deficit
Balance, beginning of period
Cumulative effect of change in accounting principle, netof taxNet earnings (loss)
Dividends
Repurchase of common stock
Balance, end of period
Accumulated other comprehensive gain (loss)
Balance, beginning of period
Accumulated translation loss reclassified to earnings
Other comprehensive loss
Balance, end of period

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

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NORDSTROM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Amounts in millions)(Unaudited)
Six Months Ended
August 3, 2024
July 29, 2023
Operating Activities
Net earnings (loss)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization expenses
Canada wind-down costs
Asset impairment
Right-of-use asset amortization
Deferred income taxes, net
Stock-based compensation expense
Other, net
Change in operating assets and liabilities:
Merchandise inventories
Other current and noncurrent assets
Accounts payable
Accrued salaries, wages and related benefits
Lease liabilities
Other current and noncurrent liabilities
Net cash provided by operating activities

$83

($67)

305
—
51
92
(27)
41
(12)

285
220
—
86
(17)
28
(47)

(157)
9
172
45
(130)
56
528

(78)
(81)
99
89
(134)
82
465

Investing Activities
Capital expenditures
Decrease in cash and cash equivalents resulting from Canada deconsolidation
Proceeds from the sale of assets and other, net
Net cash used in investing activities

(204)
—
10
(194)

(225)
(33)
29
(229)

Financing Activities
Principal payments on long-term debt
Change in cash book overdrafts
Cash dividends paid
Payments for repurchase of common stock
Proceeds from issuances under stock compensation plans
Other, net
Net cash used in financing activities

(250)
30
(62)
—
9
(10)
(283)

—
18
(61)
(1)
13
(7)
(38)

Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

51
628
$679

198
687
$885

Supplemental Cash Flow Information
Income taxes paid, net of refunds received
Interest paid, net of capitalized interest

$41
69

$12
68

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

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NORDSTROM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Dollar and share amounts in millions except per share, per option and per unit amounts)(Unaudited)

NOTE 1: BASIS OF PRESENTATION
The interim Condensed Consolidated Financial Statements have been prepared on a basis consistent in all material respects with theaccounting policies described and applied in our 2023 Annual Report, except as described below, and reflect all adjustments of a normalrecurring nature that are, in management’s opinion, necessary for the fair presentation of the results of operations, financial position and cash
flows for the periods presented.
The Condensed Consolidated Financial Statements as of and for the periods ended August 3, 2024 and July 29, 2023 are unaudited. The
Condensed Consolidated Balance Sheet as of February 3, 2024 has been derived from the audited Consolidated Financial Statements
included in our 2023 Annual Report. The interim Condensed Consolidated Financial Statements should be read together with theConsolidated Financial Statements and related footnote disclosures contained in our 2023 Annual Report.
Principles of Consolidation
The Condensed Consolidated Financial Statements include the balances of Nordstrom, Inc. and its subsidiaries. All intercompany
transactions and balances are eliminated in consolidation.
On March 2, 2023, Nordstrom Canada commenced a wind-down of its business operations and as of this date, Nordstrom Canada wasdeconsolidated from Nordstrom, Inc.’s financial statements. Nordstrom Canada results prior to March 2, 2023 are included in the Company’s
Condensed Consolidated Financial Statements for the period ended July 29, 2023.
Fiscal Year
We operate on a 52/53-week fiscal year ending on the Saturday closest to January 31st. References to 2024 and any other year included
within this document are based on a 52-week fiscal year, except for 2023 which is a 53-week fiscal year.
Seasonality
Our business, like that of other retailers, is subject to seasonal fluctuations and cyclical trends in consumer spending. Our sales are typicallyhigher in our second quarter, which usually includes most of our Anniversary Sale, and in the fourth quarter due to the holidays. One week of
our Anniversary Sale shifted to the second quarter in 2024 from the third quarter in 2023.
Results for any one quarter are not indicative of the results that may be achieved for a full fiscal year. We plan our merchandise purchases
and receipts to coincide with expected sales trends. For instance, our merchandise purchases and receipts increase prior to the Anniversary
Sale and in the fall as we prepare for the holiday shopping season (typically from November through December). Consistent with our
seasonal fluctuations, our working capital requirements have historically increased during the months leading up to the Anniversary Sale andthe holidays as we purchase inventory in anticipation of increased sales.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires that we make estimates, judgments and assumptions that affect thereported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities during the reporting period.
Uncertainties regarding such estimates and assumptions are inherent in the preparation of financial statements. Actual results may differ
from these estimates and assumptions. Our most significant accounting judgments and estimates include revenue recognition, inventory
valuation, long-lived asset recoverability, income taxes and contingent liabilities.
Change in Accounting Principle
Effective February 4, 2024, we changed our method of accounting for merchandise inventories from the retail inventory method to theweighted average cost method. Under this new method, we value our inventory at the lower of cost or net realizable value using the weighted
average cost. We record reserves for excess and obsolete inventory based on specific identification of units with a current retail value below
cost, plus an estimate of future markdowns below cost, which considers the age of inventory and historical trends.
We believe using the weighted average cost method is preferable to the retail inventory method and consistent with our overall strategy
because it provides more precise data and enhances visibility into item-level profitability, which drives faster decisions and better outcomes.
We determined that retrospective application for periods prior to fiscal year 2024 was impracticable due to lack of available information. We
recorded the cumulative effect of this change in accounting principle as of February 4, 2024, resulting in a decrease to accumulated deficit of$39, net of tax of $14.

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NORDSTROM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Dollar and share amounts in millions except per share, per option and per unit amounts)(Unaudited)

Canada Wind-down
On March 2, 2023, as part of our initiatives to drive long-term profitable growth and enhance shareholder value, and after carefulconsideration of all reasonably available options, we announced the decision to discontinue support for Nordstrom Canada’s operations.
While Nordstrom continues to own 100% of the shares of Nordstrom Canada, as of March 2, 2023, we no longer have a controlling interest
under GAAP and have deconsolidated Nordstrom Canada. We hold a variable interest in the Nordstrom Canada entities, which areconsidered variable interest entities, but are not consolidated, as we are no longer the primary beneficiary. In December 2023, Nordstrom
Canada delivered a proposed plan of arrangement to its creditors, which was subsequently approved by creditors on March 1, 2024,
sanctioned by the Ontario Superior Court of Justice on March 20, 2024 and implemented by Nordstrom Canada on April 25, 2024. Initial
distributions pursuant to the plan of arrangement occurred in May 2024. As of August 3, 2024, we recorded $8 within accounts receivable,
net on the Condensed Consolidated Balance Sheet to reflect the remaining amount we estimate we will receive as part of the plan ofarrangement. For more information on the wind-down of our Canada operations, see our 2023 Annual Report.
Non-cash charges associated with the wind-down of operations in Canada in 2023 are included in Canada wind-down costs on theCondensed Consolidated Statement of Cash Flows. The decrease in cash due to the deconsolidation of Nordstrom Canada is included ininvesting activities on the Condensed Consolidated Statement of Cash Flows and all other impacts are included in operating cash flows.
Prior to deconsolidation, Nordstrom made loans to the Canadian subsidiaries and incurred liabilities related to certain intercompany charges.
These were considered intercompany transactions and were eliminated in consolidation of Nordstrom. Subsequent to deconsolidation, theseliabilities and receivables were no longer eliminated through consolidation, are considered related-party transactions and are recorded in ourCondensed Consolidated Balance Sheets at estimated fair value. Nordstrom had no outstanding liability to Nordstrom Canada as ofAugust 3, 2024.
LeasesWe incurred operating lease liabilities arising from lease agreements of $132 for the six months ended August 3, 2024 and $121 for the six
months ended July 29, 2023.
Supply Chain Asset Impairment
During the second quarter of 2024, we decommissioned certain supply chain assets and incurred a non-cash impairment charge of $51 as aresult of a change in our supply chain optimization strategy. This included $27 on long-lived tangible assets and $24 on ROU assets to adjust
the carrying values to their estimated fair values. These charges are included in our Corporate/Other SG&A expense on the Condensed
Consolidated Statement of Earnings and asset impairment on the Condensed Consolidated Statement of Cash Flows.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,
which requires additional quarterly and annual reportable segment disclosures, primarily around significant segment expenses. Annual
disclosure requirements will be effective for us for the fourth quarter of 2024, and quarterly disclosure requirements will be effective for us in
the first quarter of 2025, with early adoption permitted. We are currently evaluating the impact of this ASU on our disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires
disclosure of additional income tax information, primarily related to the rate reconciliation and income taxes paid. Annual disclosure
requirements will be effective for us for the fourth quarter of 2025, with early adoption permitted. We are currently evaluating the impact of
this ASU on our disclosures.
Subsequent EventsIn April 2024, we announced that our Board of Directors had established a special committee of independent and disinterested directors (the“Special Committee”) in response to interest expressed by Erik B. Nordstrom, our Chief Executive Officer, and Peter E. Nordstrom, our
President and Chief Brand Officer, in pursuing a potential transaction in which Nordstrom would become a private company in conjunction
with the Board’s exploration of possible avenues to enhance shareholder value. On September 4, 2024, the Special Committee confirmed
receipt of a proposal from Erik and Pete Nordstrom, other members of the Nordstrom family, and El Puerto de Liverpool, S.A.B. de C.V.
(collectively, the “Bid Group”) to acquire all of the outstanding shares of the Company, other than shares held by members of the Bid Group,
for $23 per share in cash.
The Special Committee and the other independent directors will carefully review the proposal in consultation with independent financial andlegal advisors to determine the course of action that is in the best interests of Nordstrom and all shareholders. There can be no assurance
that the Company will pursue this transaction or other strategic outcome, or that a proposed transaction will be approved or consummated.
We do not intend to disclose further developments regarding this matter unless and until further disclosure is determined to be appropriate ornecessary.

11

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NORDSTROM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Dollar and share amounts in millions except per share, per option and per unit amounts)(Unaudited)

In September 2024, we entered into a Second Amendment to the Shareholder Rights Agreement, which provides that the Bid Group shall be
an Exempt Person under the Shareholder Rights Agreement until the earlier of (i) April 17, 2025 and (ii) the date that the Bid Group
increases its aggregate beneficial ownership of shares of the Company’s common stock to an amount greater than its beneficial ownershipon the date of the Amendment plus 0.1% of the then-outstanding shares of common stock (subject to specified exclusions). For more
information on the Shareholders Rights Agreement, see our 2023 Annual Report.
NOTE 2: REVENUE
Contract Liabilities
Contract liabilities represent our obligation to transfer goods or services to customers and include deferred revenue for The Nordy Club
(including unused points and unredeemed Nordstrom Notes), gift cards and our TD program agreement. Our contract liabilities are classified
on the Condensed Consolidated Balance Sheets as follows:
Balance as of January 28, 2023
Balance as of April 29, 2023
Balance as of July 29, 2023

Other current
liabilities
$536
489
464

Other liabilities
$136
123
111

Balance as of February 3, 2024
Balance as of May 4, 2024
Balance as of August 3, 2024

508
479
442

85
72
60

Revenues recognized from our beginning contract liability balance were $139 and $225 for the quarter and six months ended August 3, 2024
and $131 and $218 for the quarter and six months ended July 29, 2023.
Disaggregation of Revenue
The following table summarizes our disaggregated net sales:

Nordstrom
Nordstrom Rack
Total net sales
Digital sales as a % of total net sales

Quarter Ended
August 3, 2024
$2,514
1,271$3,785

July 29, 2023
$2,491
1,171$3,66237 %36 %Six Months Ended
August 3, 2024
July 29, 2023
$4,554$4,5182,452
2,208$7,006$6,72635 %36%

The following table summarizes the percent of net sales by merchandise category:

Women’s Apparel
Shoes
Men’s Apparel
BeautyAccessories
Kids’ Apparel
Other
Total net sales

Quarter Ended
August 3, 2024
29 %
25 %
15 %
12 %
12 %
4%
3%
100 %

12

July 29, 2023
28 %
26 %
15 %
12 %
12 %
4%
3%
100 %

Six Months Ended
August 3, 2024
July 29, 2023
30 %
28 %
26 %
26 %
14 %
15 %
12 %
12 %
11 %
12 %
4%
4%
3%
3%
100 %
100 %

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NORDSTROM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Dollar and share amounts in millions except per share, per option and per unit amounts)(Unaudited)

NOTE 3: DEBT AND CREDIT FACILITIES
Debt
During the first quarter of 2024, we retired our 2.30% senior notes due in April 2024 using cash on hand.
Credit Facilities
As of August 3, 2024 and July 29, 2023 we had no outstanding borrowings under the Revolver that expires in May 2027. As of August 3,2024, we have an outstanding standby letter of credit of $29 resulting in available short-term borrowing capacity of $771. This letter of credit
is not reflected in our Condensed Consolidated Balance Sheets. Provided that we obtain written consent from the lenders, we have theoption to increase the Revolver by up to $200, to a total of $1,000, and two options to extend the Revolver for additional one-year terms.
Any outstanding borrowings under the Revolver are secured by substantially all our personal and intellectual property assets and are
guaranteed by certain of our subsidiaries. Under the Revolver, our obligation to secure any outstanding borrowings will be eliminated if nodefault exists and we either have an unsecured investment-grade debt rating from two of three specified ratings agencies, or we have one
investment-grade rating and achieve two consecutive fiscal quarters with a Leverage Ratio of less than 2.5 times.
Under the Revolver, we have two financial covenant tests that need to be met on a quarterly basis: a Leverage Ratio that is less than orequal to 4 times and a fixed charge coverage ratio that is greater than or equal to 1.25 times. As of August 3, 2024, we were in compliancewith all covenants.
The Revolver contains customary representations, warranties, covenants and terms, including paying a variable rate of interest and a facility
fee based on our debt rating, and is available for working capital, capital expenditures and general corporate purposes. The Revolver allows
us to issue dividends and repurchase shares provided we are not in default and no default would arise as a result of such payments. If the
pro-forma Leverage Ratio after such payments is less than 3 times, then such payments are unlimited. If the pro-forma Leverage Ratio isgreater than or equal to 3 times but less than 3.5 times, then we are limited to $100 per fiscal quarter and if the pro-forma Leverage Ratio isgreater than or equal to 3.5 times, then the limit is $60 per fiscal quarter.
Our $800 commercial paper program allows us to use the proceeds to fund operating cash requirements. Under the terms of the commercial
paper agreement, we pay a rate of interest based on, among other factors, the maturity of the issuance and market conditions. The issuanceof commercial paper has the effect of reducing available liquidity under the Revolver by an amount equal to the principal amount ofcommercial paper outstanding. Conversely, borrowings under our Revolver have the effect of reducing the available capacity of ourcommercial paper program by an amount equal to the amount outstanding. As of August 3, 2024 and July 29, 2023, we had no issuances
outstanding under our commercial paper program.

13

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NORDSTROM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Dollar and share amounts in millions except per share, per option and per unit amounts)(Unaudited)

NOTE 4: FAIR VALUE MEASUREMENTS
We disclose our financial assets and liabilities that are measured at fair value in our Condensed Consolidated Balance Sheets by level within
the fair value hierarchy as defined by applicable accounting standards:
Level 1: Quoted market prices in active markets for identical assets or liabilities
Level 2: Other observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3: Unobservable inputs that cannot be corroborated by market data that reflect the reporting entity’s own assumptions
Financial instruments measured at carrying value on a recurring basis include cash and cash equivalents, accounts receivable, accounts
payable and our Revolver, which approximate fair value due to their short-term nature.
Long-term debt is recorded at carrying value. If long-term debt was measured at fair value, we would use quoted market prices of the sameor similar issues, which is considered a Level 2 fair value measurement. The following table summarizes the carrying value and fair value
estimate of our long-term debt, including current maturities:
August 3, 2024
$2,615
2,344

Carrying value of long-term debt
Fair value of long-term debt

February 3, 2024
$2,862
2,441

July 29, 2023
$2,8582,324

We measure certain items at fair value on a nonrecurring basis, primarily goodwill and long-lived tangible and ROU assets, in connection withperiodic evaluations for potential impairment. For more information regarding long-lived tangible asset impairment charges for the six months
ended August 3, 2024, see Note 1: Basis of Presentation. We estimate the fair value of these assets using primarily unobservable inputs
and, as such, these are considered Level 3 fair value measurements. In the first quarter of 2023, we measured our investment in Nordstrom
Canada, our related-party receivables and related lease guarantees at fair value. See our 2023 Annual Report for more detailed information
on charges associated with the wind-down of our Canada operations.
Investments Measured at NAV
From time to time, we invest in financial interests of private companies and venture capital funds that align with our business and omnichannel strategies, which are classified in other assets in the Condensed Consolidated Balance Sheets and proceeds from the sale of assets
and other, net within investing activities on the Condensed Consolidated Statements of Cash Flows. These investments are measured at fairvalue using the NAV per share, or its equivalent, as a practical expedient. This class of investments consists of partnership interests thatmainly invest in venture capital strategies with a focus on privately held consumer and technology companies. The NAV is based on the fairvalue of the underlying net assets owned by the fund and the relative interest of each participating investor in the fair value of the underlying
assets. Our interest in these partnerships is generally not redeemable and is subject to significant restrictions regarding transfers.
Distributions from each fund will be received as the underlying assets of the funds are liquidated. Liquidation is triggered by clauses within
the partnership agreements or at the funds’ stated end date. The contractual terms of the partnership interests range from six to ten years.
As of August 3, 2024, February 3, 2024 and July 29, 2023, we held $38, $41 and $41 of investments measured at NAV.
NOTE 5: STOCK-BASED COMPENSATION
The following table summarizes our stock-based compensation expense:

RSUs
Stock options
Other1
Total stock-based compensation expense, before
income tax benefit
Income tax benefit
Total stock-based compensation expense, net ofincome tax benefit

Quarter Ended
August 3, 2024
$18—
5

July 29, 2023
$10
3
2

Six Months Ended
August 3, 2024
July 29, 2023
$34
$20
1
4
6
4

23
(6)

15
(4)

41
(11)

28
(7)

$17

$11

$30

$21

1 Other stock-based compensation expense includes PSUs, nonemployee director stock awards and ESPP.

14

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NORDSTROM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Dollar and share amounts in millions except per share, per option and per unit amounts)(Unaudited)

The following table summarizes our grant allocations:

RSUs
Stock options

Six Months Ended
August 3, 2024
Weighted-average
grant-date fair value
Grantedper unit
4.3
$15
—
—

July 29, 2023
Weighted-average
grant-date fair value
Grantedper unit
2.8
$17
1.2
$8

Under our stock-based compensation plan arrangements, we issued 0.6 and 1.8 shares of common stock during the quarter and six months
ended August 3, 2024 and 0.3 and 1.7 shares during the quarter and six months ended July 29, 2023.
NOTE 6: SHAREHOLDERS’ EQUITY
We have certain limitations with respect to the payment of dividends and share repurchases under our Revolver agreement (see Note 3:
Debt and Credit Facilities).
Share Repurchases
In May 2022, our Board of Directors authorized a program to repurchase up to $500 of our outstanding common stock, with no expiration
date. We repurchased no shares of common stock during the six months ended August 3, 2024, compared with 0.03 shares for $1 at an
average purchase price per share of $19.41 during the six months ended July 29, 2023, and had $438 remaining in share repurchasecapacity as of August 3, 2024.
Dividends
In August 2024, subsequent to quarter end, we declared a quarterly dividend of $0.19 per share, which will be paid on September 18, 2024
to shareholders of record at the close of business on September 3, 2024.
NOTE 7: EARNINGS PER SHARE
The computation of EPS is as follows:

Net earnings (loss)

Quarter Ended
August 3, 2024
$122

July 29, 2023
$137

Six Months Ended
August 3, 2024
July 29, 2023
$83
($67)

Basic weighted-average shares outstanding
Dilutive shares
Diluted weighted-average shares outstanding

164.1
4.7
168.8

161.7
1.5
163.2

163.6
3.7
167.3

161.3
—
161.3

Basic EPS
Diluted EPS

$0.74
$0.72

$0.85
$0.84

$0.50
$0.49

($0.42)($0.42)

4.7

8.1

4.9

10.5

Anti-dilutive shares

NOTE 8: SEGMENT REPORTING
The following table sets forth information for our reportable segment:

Retail segment EBIT
Corporate/Other EBITInterest expense, net
Earnings (loss) before income taxes

Quarter Ended
August 3, 2024
$306
(116)
(26)
$164

For information about disaggregated revenues, see Note 2: Revenue.

15

July 29, 2023
$246
(54)
(26)
$166

Six Months Ended
August 3, 2024
July 29, 2023
$354
$386
(185)
(453)
(53)
(54)
$116
($121)

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in millions except per share amounts and where otherwise noted)
The following MD&A provides a narrative of our financial performance and is intended to promote understanding of our results of operations
and financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, Item 1. Financial Statements(Unaudited) and generally discusses the results of operations for the quarter and six months ended August 3, 2024 compared with thequarter and six months ended July 29, 2023. The following discussion and analysis contains forward-looking statements and should also beread in conjunction with cautionary statements and risks described elsewhere in this Form 10-Q before deciding to purchase, hold or sellshares of our common stock.
Overview
17
Results of Operations
18
Liquidity
24
Capital Resources
25
Critical Accounting Estimates
27
Recent Accounting Pronouncements
27

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in millions except per share amounts and where otherwise noted)

OVERVIEW
Second quarter results reflected progress on our 2024 key priorities of driving Nordstrom banner growth, optimizing our operations andbuilding upon the momentum at the Rack. We reported net earnings of $122, or 3.2% of net sales, $0.72 per diluted share and EBIT of $190,
or 5.0% of net sales. Adjusted EBIT1 was $244, or 6.4% of net sales, and Adjusted EPS1 was $0.96, which exclude charges primarily related
to a supply chain asset impairment.
Total Company net sales increased 3.4% versus the same period in fiscal 2023, and total Company comparable sales increased 1.9%. The
timing shift of the Anniversary Sale, with one day falling in the third quarter this year versus eight days last year, benefited net sales byapproximately 100 basis points. In the second quarter, active, women’s apparel, beauty and kids were our top performing categories.
Our Anniversary Sale is a unique event that rewards and engages our customers with new products from the best brands at reduced prices
for a limited time. We had another successful Anniversary Sale this year, led by newness and fall fashion from the brands that matter most to
our customers. We had great participation in the Anniversary Sale, especially by our most loyal customers, with 75% of our Icon andAmbassador Nordy Club members shopping the sale.
We are committed to delivering profitable growth while improving the customer experience and are encouraged by the progress we madeagainst our key priorities during the second quarter of 2024.
Nordstrom – We are committed to driving growth at the Nordstrom banner, with a focus on digital-led growth supported by stores, aiming tofurther enable our customers to shop when and where they want. In the second quarter, solid sales growth at Nordstrom.com was driven by
an increase in our assortment across a balance of price points, improvements to search and discovery, as well as high in-stock rates of ourfastest-turning items. In our Nordstrom stores, we continued our efforts to provide a more consistent offering of the brands that matter mostto our customers across our entire store fleet. This includes ensuring that we have the newness, relevance, and depth of merchandise that
our customers value, including our Nordstrom private brands which were relaunched earlier this year.
Operational Optimization – We are focused on optimizing our operations, including in our supply chain, to drive improvements in customer
experience. We continued to make progress against our supply chain initiatives during the second quarter of 2024, delivering a better
experience to our customers through a consistent flow of fresh merchandise, including during our Anniversary Sale. We have also madeprogress on implementing RFID technology across our locations, which provides us with new insights to improve product flow and reduceshrink, while enhancing the customer experience through improved inventory accuracy.
Nordstrom Rack – Second quarter Nordstrom Rack net sales increased 8.8% versus the same period in fiscal 2023, and comparable sales
increased 4.1%. We continued to expand our reach and convenience for customers by opening 5 new Rack stores in the second quarter of2024 bringing our year to date total to 11 new Rack stores. We believe that Rack stores are a great use of capital, delivering a solid return on
investment, while attracting new customers.
Our strategy and focus on the brands that matter most continued to resonate with customers and deliver results, driving topline strength andmargin expansion in the second quarter. We believe continued focus and execution on our key priorities will help us navigate through thenear-term uncertain external environment and position us well to build capabilities to better serve our customers, drive profitable growth andincrease shareholder value.
1

Adjusted EBIT and adjusted EPS are non-GAAP financial measures. Refer to the “Adjusted EBIT, Adjusted EBITDA, Adjusted EBIT Margin and Adjusted EPS” sections of
MD&A below for additional information as well as reconciliations between the Company’s GAAP and non-GAAP financial results.

17

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in millions except per share amounts and where otherwise noted)

RESULTS OF OPERATIONS
In our ongoing effort to enhance the customer experience, we are focused on providing a seamless retail experience across our Company.
We invested early in integrating our operations, merchandising and technology across our stores and online in both our Nordstrom andNordstrom Rack banners. By connecting our digital and physical assets across Nordstrom and Nordstrom Rack, we are able to better serve
customers when, where and how they want to shop. We have one Retail reportable segment and analyze our results on a total Company
basis, using customer, market share, operational and net sales metrics.
Our Anniversary Sale, historically the largest event of the year, typically falls in the second quarter. One week of our Anniversary Sale shiftedto the second quarter in 2024 from the third quarter in 2023.
We monitor a number of key operating metrics to evaluate our performance. In addition to net sales, net earnings (loss) and other results
under GAAP, three other key operating metrics we use are GMV, comparable sales and inventory turnover rate.
•

GMV: calculated as the total dollar value of owned and unowned inventory sold through our digital platforms and stores, including theimpact of estimated future customer returns and deferred revenue from Nordy Club points and Notes. We use GMV as an indicatorof the scale and growth of our operations and the impact of our unowned inventory models.

•Comparable Sales: calculated as the total dollar value of owned and unowned inventory sold through our digital platforms andstores, which are added to the comparable sales base after they have been open for 13 full months or more, and removed in themonth of their closure. Comparable sales are net of actual returns. Due to the 53rd week in 2023, we calculate our 2024 comparable
sales growth using a realigned 2023 52-week period. We use comparable sales to evaluate the performance of our business without
the impact of recently opened or closed stores.

•

Inventory Turnover Rate: calculated as the trailing four-quarter merchandise cost of sales divided by the trailing 13-month averageinventory. Inventory turnover rate is an indicator of our success in optimizing inventory volumes in accordance with customer
demand. Merchandise inventories prior to February 4, 2024 were calculated under the retail inventory method. Effective February 4,2024, we changed our accounting method to the weighted average cost method, and recorded the cumulative effect of this change inaccounting principle in beginning accumulated deficit on our Condensed Consolidated Balance Sheet as of February 4, 2024 (seeNote 1: Basis of Presentation in Item 1).

Net Sales
The following table summarizes net sales:
Quarter Ended
August 3, 2024
Net sales:
Nordstrom
Nordstrom Rack
Total net sales$2,514
1,271$3,785

July 29, 2023
$2,491
1,171$3,662Six Months Ended
August 3, 2024
July 29, 2023
$4,5542,452$7,006$4,5182,208$6,726

Net sales increase (decrease):
Nordstrom
Nordstrom Rack
Total Company

0.9 %
8.8 %
3.4 %

(10.1 %)
(4.1 %)(8.3 %)

0.8 %
11.1 %
4.2 %(10.7 %)
(7.9 %)(9.8 %)

Digital sales:
As a % of total net sales
Sales increase (decrease)

37 %
6.2 %

36 %
(12.9 %)

35 %
3.3 %

36 %
(15.0 %)

GMV increase (decrease):
Nordstrom
Total Company

1.1 %
3.5 %

(10.4 %)
(8.5 %)

0.7 %
4.2 %

(11.0 %)
(10.1 %)

18

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in millions except per share amounts and where otherwise noted)

Total Company net sales and GMV increased for the second quarter and six months ended August 3, 2024, compared with the same periods
in 2023. The timing shift of the Anniversary Sale had a positive impact of approximately 100 and 50 basis points for the second quarter andsix months ended August 3, 2024, compared with the same periods of 2023. For the six months ended August 3, 2024, this was partially
offset by the wind-down of Canadian operations which had a negative impact on total Company net sales of 35 basis points, as the firstquarter of 2023 included one month of Canadian sales. For the second quarter and six months ended August 3, 2024, active, women’s
apparel, beauty and kids’ had the strongest growth compared with the same periods in 2023. Total Company digital sales increased for thesecond quarter and six months ended August 3, 2024, compared with the same periods in 2023. The timing shift of the Anniversary Sale had
a positive impact on total Company digital sales of approximately 100 basis points for the second quarter and six months ended August 3,2024, compared with the same periods in 2023. For the second quarter and six months ended August 3, 2024, comparable sales increased
1.9% and 2.8%.
Nordstrom net sales and GMV increased for the second quarter and six months ended August 3, 2024, compared with the same periods in
2023. The timing shift of the Anniversary Sale had a positive impact of approximately 200 and 100 basis points for the second quarter and six
months ended August 3, 2024, compared with the same periods of 2023. For the six months ended August 3, 2024, this was partially offset
by the wind-down of Canadian operations which had a negative impact on net sales of 50 basis points. For the second quarter of 2024,
Nordstrom net sales reflected an increase in the average selling price per item sold, while the number of items sold remained flat. For the six
months ended August 3, 2024, Nordstrom net sales reflected an increase in the average selling price per item sold, partially offset by adecrease in the number of items sold. For the second quarter and six months ended August 3, 2024, comparable sales increased 0.9% and1.3%.
Nordstrom Rack net sales increased for the second quarter and six months ended August 3, 2024, compared with the same periods in 2023.
For the second quarter of 2024, Nordstrom Rack net sales reflected an increase in both the number of items sold and the average selling
price per item sold. For the six months ended August 3, 2024, Nordstrom Rack net sales reflected an increase in the number of items sold,partially offset by a decrease in the average selling price per item sold. For the second quarter and six months ended August 3, 2024,
comparable sales increased 4.1% and 5.9%.
Store Count
August 3, 2024
93
6
—
269
2
370

Nordstrom
Nordstrom Local service hubs
ASOS | Nordstrom
Nordstrom Rack
Last Chance clearance stores
Total

July 29, 2023
94
7
1
247
2
351

Credit Card Revenues, Net
Credit card revenues, net decreased $1 and $4 for the second quarter and six months ended August 3, 2024, compared with the same
periods in 2023, primarily due to higher credit losses, partially offset by increased finance charges from higher outstanding balances andrates.
Fiscal Year 2024 Total Revenue Outlook
In fiscal 2024, we expect a total revenue range, including retail sales and credit card revenues, of 1.0% decline to 1.0% growth comparedwith the 53-week fiscal 2023, which includes an approximately 135 basis point unfavorable impact from the 53rd week.
Gross Profit
The following table summarizes gross profit:

Gross profit
Gross profit as a % of net sales

Quarter Ended
August 3, 2024
$1,384
36.6%

July 29, 2023
$1,28235.0%

Six Months Ended
August 3, 2024
July 29, 2023
$2,402$2,31934.3%
34.5%
August 3, 2024
3.7

Inventory turnover rate

19

July 29, 2023
3.4

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in millions except per share amounts and where otherwise noted)

Gross profit increased $102 and 155 basis points as a percent of net sales for the second quarter of 2024, compared with the same period in
2023, primarily due to strong regular price sales, leverage on higher total sales and slight improvements in shrink. For the six months ended
August 3, 2024, gross profit increased $83 primarily due to higher sales volume. For the six months ended August 3, 2024, gross profit as apercent of net sales decreased 20 basis points, compared with the same period in 2023, primarily related to higher loyalty activity, partially
offset by leverage on higher sales volume.
Ending inventory as of August 3, 2024 increased 8.3%, compared with the same period in 2023, versus a 3.4% increase in sales for thesecond quarter of 2024.
Selling, General and Administrative Expenses
SG&A is summarized in the following table:

SG&A
SG&A as a % of net sales

Quarter Ended
August 3, 2024
$1,303
34.4%

July 29, 2023
$1,20032.8%

Six Months Ended
August 3, 2024
July 29, 2023
$2,456$2,304
35.0%
34.3%

SG&A increased $103 for the second quarter compared with the same period in 2023, due to a charge primarily related to a supply chain
asset impairment, higher variable costs associated with higher sales volume and a 2023 gain on the sale of a real estate asset. SG&A
increased $152 for the six months ended August 3, 2024, primarily due to higher variable costs associated with higher sales volume, acharge primarily related to a supply chain asset impairment and a 2023 gain on the sale of a real estate asset.
SG&A as a percent of net sales increased 160 and 80 basis points for the second quarter of 2024 and six months ended August 3, 2024,
compared with the same periods in 2023, due to a charge primarily related to supply chain asset impairment and a 2023 gain on the sale of areal estate asset, partially offset by leverage on higher sales.
Canada Wind-down Costs
We recognized charges associated with the wind-down of Nordstrom Canada of $309 in the six months ended July 29, 2023.
Earnings Before Interest and Income Taxes
EBIT is summarized in the following table:

EBIT
EBIT margin

Quarter Ended
August 3, 2024
$190
5.0%

July 29, 2023
$192
5.3%

Six Months Ended
August 3, 2024
July 29, 2023
$169
($67)
2.4%
(1.0%)EBIT decreased $2 for the second quarter of 2024, compared with the same period in 2023, due to a charge primarily related to a supply
chain asset impairment in 2024 and a gain on the sale of a real estate asset in 2023, partially offset by higher sales volume. EBIT margindecreased 25 basis points for the second quarter of 2024, primarily driven by a supply chain asset impairment charge and a 2023 gain on thesale of a real estate asset, partially offset by leverage on higher sales.
EBIT increased $236 and 340 basis points as a percent of net sales for the six months ended August 3, 2024, compared with the same
period in 2023, primarily due to $309 of expenses in 2023 associated with the wind-down of Canadian operations, partially offset by a charge
primarily related to a supply chain asset impairment and a 2023 gain on the sale of a real estate asset.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in millions except per share amounts and where otherwise noted)

Interest Expense, Net
Interest expense, net is summarized in the following table:
Fiscal year
Interest on long-term debt and short-term borrowings
Interest income
Capitalized interest
Interest expense, net

Quarter Ended
August 3, 2024
$35
(7)
(2)
$26

July 29, 2023
$37
(8)
(3)
$26

Six Months Ended
August 3, 2024
July 29, 2023
$72
$74
(15)
(15)
(4)
(5)
$53
$54

Interest expense, net was flat for the second quarter of 2024 and decreased $1 for the six months ended August 3, 2024, compared with thesame periods in 2023, primarily due to the retirement of our 2.30% senior notes in April 2024, partially offset by a decrease in capitalizedinterest.
Income Tax Expense
Income tax expense (benefit) is summarized in the following table:

Income tax expense (benefit)
Effective tax rate

Quarter Ended
August 3, 2024$42
25.7 %

July 29, 2023
$29
17.2 %Six Months Ended
August 3, 2024
July 29, 2023
$33
($54)
29.1 %
44.3 %The effective tax rate increased in the second quarter of 2024, compared with the same period in 2023, primarily due to the favorable
resolution of certain tax matters in the second quarter of 2023. The effective tax rate decreased for the six months ended August 3, 2024,
compared with the same period in 2023, primarily due to the favorable resolution of certain tax matters and net tax benefits of $93 related to
the wind-down of Canadian operations recorded in the first half of 2023.
Earnings Per ShareEPS is as follows:

Basic
DilutedQuarter Ended
August 3, 2024
$0.74
$0.72

July 29, 2023
$0.85
$0.84

Six Months Ended
August 3, 2024
July 29, 2023
$0.50($0.42)$0.49($0.42)

Diluted EPS decreased $0.12 for the second quarter of 2024, compared with the same period in 2023, due to a charge primarily related to a
supply chain asset impairment that had a net unfavorable impact of $0.24 per diluted share in the second quarter of 2024, partially offset byhigher sales volume. For the six months ended August 3, 2024, diluted EPS increased $0.91 compared with the same period in 2023,
primarily due to charges related to the wind-down of Canadian operations that had a net unfavorable impact of $1.33 per diluted share in thesix months ended July 29, 2023.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in millions except per share amounts and where otherwise noted)

Adjusted EBIT, Adjusted EBITDA, Adjusted EBIT Margin and Adjusted EPS (Non-GAAP Financial Measures)
The following are key financial metrics and, when used in conjunction with GAAP measures, we believe they provide useful information forevaluating our core business performance, enable comparison of financial results across periods and allow for greater transparency withrespect to key metrics used by management for financial and operational decision-making. Adjusted EBIT, Adjusted EBITDA, Adjusted EBIT
margin and Adjusted EPS exclude certain items that we do not consider representative of our core operating performance. The financial
measure calculated under GAAP which is most directly comparable to Adjusted EBIT and Adjusted EBITDA is net earnings (loss). The
financial measure calculated under GAAP which is most directly comparable to Adjusted EBIT margin is net earnings as a percent of net
sales. The financial measure calculated under GAAP which is most directly comparable to Adjusted EPS is diluted EPS.
Adjusted EBIT, Adjusted EBITDA, Adjusted EBIT margin and Adjusted EPS are not measures of financial performance under GAAP andshould be considered in addition to, and not as a substitute for, net earnings, net earnings as a percent of net sales, operating cash flows,
earnings per share, earnings per diluted share or other financial measures performed in accordance with GAAP. Our method of determining
non-GAAP financial measures may differ from other companies’ financial measures and therefore may not be comparable to methods usedby other companies.
The following is a reconciliation of net earnings (loss) to Adjusted EBIT and Adjusted EBITDA and net earnings as a percent of net sales to
Adjusted EBIT margin:

Net earnings (loss)
Income tax expense (benefit)
Interest expense, net
Earnings (loss) before interest and income taxes
Supply chain asset impairment and other
Canada wind-down costs
Adjusted EBIT
Depreciation and amortization expenses
Amortization of developer reimbursements
Adjusted EBITDA
Net sales
Net earnings (loss) as a % of net sales
EBIT margin
Adjusted EBIT margin

Quarter Ended
August 3, 2024
$122
42
26
190
54
—
244
150
(15)
$379
$3,785
3.2 %
5.0 %
6.4 %

July 29, 2023
$137
29
26
192
—
—
192
141
(17)
$316

Six Months Ended
August 3, 2024
July 29, 2023
$83
($67)
33
(54)
53
54
169
(67)
54
—
—
309
223
242
302
285
(29)
(35)
$496
$492

$3,662
3.8 %
5.3 %
5.3 %

$7,006
1.2 %
2.4 %
3.2 %

$6,726(1.0 %)(1.0 %)
3.6 %The following is a reconciliation of diluted EPS to Adjusted EPS:

Diluted EPS
Supply chain asset impairment and other
Canada wind-down costs
Income tax impact on adjustments1
Adjusted EPS

Quarter Ended
August 3, 2024
$0.72
0.32
—
(0.08)$0.96

July 29, 2023
$0.84
—
—
—
$0.84

Six Months Ended
August 3, 2024
July 29, 2023
$0.49($0.42)
0.32
—
—
1.91
(0.08)(0.58)$0.73$0.91

1 The income tax impact of non-GAAP adjustments is calculated using the estimated tax rate for the respective non-GAAP adjustment.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in millions except per share amounts and where otherwise noted)

Adjusted ROIC (Non-GAAP financial measure)
We believe that Adjusted ROIC is a useful financial measure for investors in evaluating the efficiency and effectiveness of the capital we haveinvested in our business to generate returns over time. Our Adjusted ROIC calculation excludes certain items that we do not consider
representative of our core operating performance.
Adjusted ROIC is not a measure of financial performance under GAAP and should be considered in addition to, and not as a substitute for,return on assets, net earnings, total assets or other GAAP financial measures. Our method of calculating a non-GAAP financial measure may
differ from other companies’ methods and therefore may not be comparable to those used by other companies. The financial measurecalculated under GAAP which is most directly comparable to Adjusted ROIC is return on assets. The following shows the components toreconcile the return on assets calculation to Adjusted ROIC:
Four Quarters Ended
August 3, 2024
July 29, 2023
$284
$32
100
(22)
137
137
521
147

Net earnings
Income tax expense (benefit)
Interest expense
Earnings before interest and income tax expense
Operating lease interest1
Non-operating related adjustments2
Adjusted net operating profit
Adjusted estimated income tax expense3
Adjusted net operating profit after tax
Average total assets
Average noncurrent deferred property incentives in excess of ROU assets4
Average non-interest bearing current liabilities
Non-operating related adjustments2
Adjusted average invested capital
Return on assets
Adjusted ROIC

88
60
669
(186)
$483

85
380
612
(141)
$471

$8,675(137)(2,949)143$5,732$8,986(177)(3,149)184$5,844

3.3 %
8.4 %

1

0.4 %
8.1 %

Operating lease interest is a component of operating lease cost recorded in occupancy costs. We add back operating lease interest for purposes of calculating adjusted net
operating profit for consistency with the treatment of interest expense on our debt.
2 Non-operating related adjustments primarily included supply chain impairment charges and the wind-down of our Canadian operations. See the Adjusted EBIT and Adjusted
EBITDA section, as well as our 2023 Annual Report, for detailed information on certain non-operating related adjustments.
3
Adjusted estimated income tax expense is calculated by multiplying the adjusted net operating profit by the adjusted effective tax rate (which removes the impact of nonoperating related adjustments) for the trailing twelve-month periods ended August 3, 2024 and July 29, 2023. The adjusted effective tax rate is calculated by dividing adjusted
income tax expense by adjusted earnings before income taxes for the same trailing twelve-month periods.
4 For leases with property incentives that exceed the ROU assets, we reclassify the amount from assets to other current liabilities and other liabilities on the Condensed
Consolidated Balance Sheets. The current and noncurrent amounts are used to reduce average total assets above, as this better reflects how we manage our business.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in millions except per share amounts and where otherwise noted)

LIQUIDITY
We strive to maintain a level of liquidity sufficient to allow us to cover our seasonal cash needs and appropriate levels of short-term borrowing
capacity. In the short term, our ongoing working capital and capital expenditure requirements, and any dividend payments or share
repurchases, are generally funded through cash flows generated from operations. In addition, we have access to the commercial paper
market and can draw on our Revolver for working capital, capital expenditures and general corporate purposes. Over the long term, wemanage our cash and capital structure to maximize shareholder return, maintain our financial position, manage refinancing risk and allow
flexibility for strategic initiatives. We regularly assess our debt and leverage levels, capital expenditure requirements, debt service payments,
dividend payouts, share repurchases and other future investments.
We ended the second quarter of 2024 with $679 in cash and cash equivalents and $771 of additional liquidity available on our Revolver.
Cash and cash equivalents as of August 3, 2024 decreased $206 from $885 as of July 29, 2023, driven primarily by payments for capital
expenditures and principal payments on long-term debt, partially offset by net earnings.
During the first quarter of 2024, we retired our 2.30% senior notes that were due in April 2024 using cash on hand. We believe that our cash
flows from operations are sufficient to meet our cash requirements for the next 12 months and beyond. Our cash requirements are subject tochange as business conditions warrant and opportunities arise, and we may elect to raise additional funds in the future through the issuanceof either debt or equity.
The following is a summary of our cash flows by activity:
Six Months Ended
August 3, 2024
July 29, 2023
$528
$465
(194)
(229)
(283)
(38)

Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities

Operating Activities
Net cash provided by operating activities increased $63 for the six months ended August 3, 2024, compared with the same period in 2023,
primarily due to timing of purchases and payments for merchandise inventories and cash flows from earnings, partially offset by changes incompensation.
Investing Activities
Net cash used in investing activities decreased $35 for the six months ended August 3, 2024, compared with the same period in 2023,
primarily due to the decrease in cash and cash equivalents resulting from the deconsolidation of Canada in 2023 (see Note 1: Basis of
Presentation in Item 1).
Capital Expenditures
Our capital expenditures, net are summarized as follows:
Six Months Ended
August 3, 2024
July 29, 2023
$204
$225
(6)
(15)
$198
$210

Capital expenditures
Deferred property incentives1
Capital expenditures, net
Capital expenditures as a % of net sales

2.9 %

3.3 %

1 Deferred property incentives are included in our cash provided by operations in our Condensed Consolidated Statements of Cash Flows in Item 1. We operationally view theproperty incentives we receive from our developers and vendors as an offset to our capital expenditures.

Financing Activities
Net cash used in financing activities increased $245 for the six months ended August 3, 2024, compared with the same period in 2023,
primarily due to the retirement of our 2.30% senior notes due April 2024 using cash on hand (see Note 3: Debt and Credit Facilities in Item
1).
Dividends
We paid dividends of $62 and $61 for the six months ended August 3, 2024 and July 29, 2023, or $0.38 per share for each year-to-date
period.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in millions except per share amounts and where otherwise noted)

Free Cash Flow (Non-GAAP Financial Measure)Free Cash Flow is one of our key liquidity measures and, when used in conjunction with GAAP measures, we believe it provides investors
with a meaningful analysis of our ability to generate cash from our business.
Free Cash Flow is not a measure of financial performance under GAAP and should be considered in addition to, and not as a substitute for,
operating cash flows or other financial measures prepared in accordance with GAAP. Our method of calculating a non-GAAP financial
measure may differ from other companies’ methods and therefore may not be comparable to those used by other companies. The financial
measure calculated under GAAP which is most directly comparable to Free Cash Flow is net cash provided by operating activities. The
following is a reconciliation of net cash provided by operating activities to Free Cash Flow:
Six Months Ended
August 3, 2024
July 29, 2023
$528
$465
(204)
(225)
30
18
$354
$258

Net cash provided by operating activities
Capital expenditures
Change in cash book overdrafts
Free Cash Flow

CAPITAL RESOURCES
Borrowing Capacity and Activity
As of August 3, 2024, we had no outstanding borrowings under the Revolver and a $29 outstanding standby letter of credit resulting inavailable short-term borrowing capacity of $771. As of August 3, 2024, we had no issuances outstanding under our commercial paper
program. For more information about our credit facilities, see Note 3: Debt and Credit Facilities in Item 1.
Impact of Credit Ratings and Revolver Covenants
Changes in our credit ratings may impact our costs to borrow and whether our personal property secures our Revolver.
For our Revolver, the interest rate applicable to any borrowings we may enter into depends upon the type of borrowing incurred plus anapplicable margin, which is determined based on our credit ratings. At the time of this report, our credit ratings and outlook were as follows:
Credit Ratings
Ba2
BB+
BB

Moody’s
S&P Global Ratings
Fitch Ratings

Outlook
StableNegative
StableShould the ratings assigned to our long-term debt improve, the applicable margin associated with any borrowings under the Revolver may
decrease, resulting in a lower borrowing cost under this facility. Conversely, should the ratings assigned to our long-term debt worsen, theapplicable margin associated with any borrowings under the Revolver may increase, resulting in a higher borrowing cost under this facility.
As of August 3, 2024, we were in compliance with all covenants. We have certain limitations with respect to the payment of dividends andshare repurchases under our Revolver agreement. For more information about our Revolver covenants, see Note 3: Debt and Credit
Facilities in Item 1.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in millions except per share amounts and where otherwise noted)

Adjusted Debt to EBITDAR (Non-GAAP Financial Measure)
Adjusted debt to EBITDAR is one of our key financial metrics and we believe that our debt levels are best analyzed using this measure, as itprovides a reflection of our creditworthiness, which could impact our credit ratings and borrowing costs. This metric is calculated inaccordance with our Revolver covenant and is a key component in assessing whether our revolving credit facility is secured or unsecured, as
well as our ability to make dividend payments and share repurchases. For more information regarding our Revolver, see Note 3: Debt andCredit Facilities in Item 1.
Adjusted debt to EBITDAR is not a measure of financial performance under GAAP and should be considered in addition to, and not as a
substitute for, debt to net earnings, net earnings, debt or other GAAP financial measures. Our method of calculating a non-GAAP financial
measure may differ from other companies’ methods and therefore may not be comparable to those used by other companies. The financial
measure calculated under GAAP which is most directly comparable to Adjusted debt to EBITDAR is debt to net earnings. The followingshows the components to reconcile the debt to net earnings calculation to Adjusted debt to EBITDAR:
August 3, 2024
$2,615
1,617$4,232

Debt
Operating lease liabilities
Adjusted debt

Net earnings
Income tax expense
Interest expense, net
Earnings before interest and income taxes

Four Quarters Ended August 3, 2024
$284
100
103
487

Depreciation and amortization expenses
Operating Lease Cost
Amortization of developer reimbursements1
Other Revolver covenant adjustments2
Adjusted EBITDAR

604
286
63
97
$1,537

Debt to Net Earnings
Adjusted debt to EBITDAR

9.2
2.8

1

Amortization of developer reimbursements is a non-cash reduction of Operating Lease Cost and is therefore added back to Operating Lease Cost for purposes of our Revolver
covenant calculation.
2 Other adjusting items to reconcile net earnings to Adjusted EBITDAR as defined by our Revolver covenant include interest income, certain non-cash charges and other gains
and losses where relevant. For the four quarters ended August 3, 2024, other Revolver covenant adjustments primarily included supply chain impairment charges and interest
income, partially offset by Canada wind-down adjustments. See the Adjusted EBIT and Adjusted EBITDA section, as well as our 2023 Annual Report, for detailed information
on certain non-operating related adjustments.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in millions except per share amounts and where otherwise noted)

CRITICAL ACCOUNTING ESTIMATES
The preparation of our financial statements in conformity with GAAP requires that we make estimates, judgments and assumptions that affectthe reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities.
We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual
results may differ from these estimates. We believe that the estimates, assumptions and judgments involved in the accounting policies
referred to in our 2023 Annual Report have the greatest potential effect on our financial statements, so we consider those to be our criticalaccounting policies and estimates. Our management has discussed the development and selection of these critical accounting estimates with
the Audit & Finance Committee of our Board of Directors. There have been no material changes to our significant accounting policies or
critical accounting estimates as described in our 2023 Annual Report, except as noted below.
Merchandise Inventories
Merchandise inventories are stated at the lower of cost or net realizable value using the weighted average cost method. Under this method,
the weighted average purchase price is calculated and applied to owned inventory units. We record reserves for excess and obsolete
inventory based on specific identification of units with a current retail value below cost, plus an estimate of future markdowns below cost,which considers the age of inventory and historical trends.
We take physical inventory counts at our stores and Supply Chain Network locations and adjust for differences between recorded andcounted amounts. Following each physical inventory cycle and using the most recent physical inventory count and historical results, werecord an estimate for shrink as a percentage of weighted average cost until the next physical inventory count.
RECENT ACCOUNTING PRONOUNCEMENTS
In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related
Disclosures for Investors, which requires new disclosures regarding information about a registrant’s climate-related risks that have materially
impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations or financial condition. In addition,certain disclosures related to severe weather events and other natural conditions will also be required in a registrant’s audited financial
statements. In April 2024, the SEC voluntarily stayed the final rules as a result of pending legal challenges. Annual disclosure requirements
will be effective for us in the fourth quarter of 2025, pending resolution of the stay. We are evaluating the impact of this final rule on our
disclosures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We discussed our interest rate risk and foreign currency exchange risk in our 2023 Annual Report. There have been no material changes tothese risks since that time.

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Table of Contents

Item 4. Controls and Procedures.
DISCLOSURE CONTROLS AND PROCEDURES
For the purposes of the Exchange Act, our Chief Executive Officer, Erik B. Nordstrom, serves as our principal executive officer and our Chief
Financial Officer, Catherine R. Smith, is our principal financial officer and principal accounting officer.
Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, wehave performed an evaluation of the design and effectiveness of our disclosure controls and procedures as of the last day of the period
covered by this report.
Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls andprocedures were effective. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) under the Exchange Act ascontrols and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified within the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to bedisclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including ourprincipal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act)
during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
We are subject from time to time to various claims and lawsuits arising in the ordinary course of business, including lawsuits alleging
violations of state and/or federal wage and hour and other employment laws, privacy and other consumer-based claims. Some of theselawsuits may include certified classes of litigants, or purport or may be determined to be class or collective actions and seek substantial
damages or injunctive relief, or both, and some may remain unresolved for several years. We believe the recorded accruals in ourCondensed Consolidated Financial Statements are adequate in light of the probable and estimable liabilities.
On March 2, 2023, Nordstrom Canada commenced a wind-down of its business operations pursuant to a CCAA proceeding overseen by the
Ontario Superior Court of Justice. See Note 1: Basis of Presentation in Part I for more information.
As of the date of this report, we do not believe any other currently identified claim, proceeding or litigation, either alone or in the aggregate,
will have a material impact on our results of operations, financial position or cash flows. Since these matters are subject to inherent
uncertainties, our view of them may change in the future.

Item 1A. Risk Factors.
We discussed our risk factors in Part I, “Item 1A. Risk Factors” in our 2023 Annual Report on Form 10-K filed with the SEC on March 19,2024. The following is an update to our risk factors as previously disclosed:
The Board’s consideration of potential avenues to enhance shareholder value, including the disclosure of a possible “going
private” transaction proposed by our Chief Executive Officer and our President and Chief Brand Officer and the other members of
their group could adversely affect our business, financial condition and results of operations, as well as our stock price.
In April 2024, we announced that our Board of Directors had established a special committee of independent and disinterested directors (the“Special Committee”) in response to interest expressed by Erik B. Nordstrom, our Chief Executive Officer, and Peter E. Nordstrom, our
President and Chief Brand Officer, in pursuing a potential transaction in which Nordstrom would become a private company (a “possible
going private transaction”) in conjunction with the Board’s exploration of possible avenues to enhance shareholder value. On September 4,2024, the Special Committee confirmed receipt of a proposal from Erik and Pete Nordstrom, other members of the Nordstrom family, and El
Puerto de Liverpool, S.A.B. de C.V. (collectively, the “Bid Group”) to acquire all of the outstanding shares of the Company, other than shares
held by members of the Nordstrom family and Liverpool, for $23 per share in cash. We do not intend to disclose further developments
regarding this matter unless and until further disclosure is determined to be necessary or appropriate.

28

There can be no assurance that we will pursue a possible going private transaction or any other particular transaction or other strategic
outcome, or that a possible going private transaction or any other proposed transaction will be approved or consummated. The Special
Committee may suspend or terminate its consideration of a possible going private transaction at any time, and Erik and Peter Nordstrom (orany parties who may be possible financing sources for a possible going private transaction) may suspend or terminate their exploration of a
possible going private transaction at any time. A possible going private transaction or other transaction is also dependent upon a number offactors that may be beyond our control including, among other factors, market conditions, industry trends, regulatory developments andlitigation.
Speculation regarding any developments and perceived uncertainties related to our future could impact our ability to retain, attract orstrengthen our relationships with key personnel, current and potential customers, suppliers and partners, which may cause them toterminate, or not to renew or enter into, arrangements with us, and could lead to fluctuations in our stock price. We may incur significant
expenses related to a possible going private transaction or other transaction, and exploration of a possible going private transaction or othertransaction has diverted and is likely to continue to divert management’s time and attention.
Any of these factors could disrupt or adversely affect our business, financial condition and results of operations, as well as the market price ofour common stock. To the extent the exploration of a possible going private transaction or another transaction adversely affects our business,financial condition and results of operations, as well as the market price of our common stock, it may also have the effect of heightening
many of the other risks previously described.
The concentration of stock ownership in a small number of our shareholders may limit a shareholder’s ability to influence
corporate matters and impact the price of our shares.
We have regularly reported in our annual proxy statements the holdings of members of the Nordstrom family, including Anne E. Gittinger, theEstate of Bruce A. Nordstrom and certain members of the Nordstrom family within our Executive Team. As of March 19, 2024, these
individuals beneficially owned an aggregate of approximately 30% of our common stock. In addition, on September 3, 2024, these individuals
formed a group with the other members of the Bid Group in connection with the possible going-private transaction. The Bid Group hasreported that they beneficially own an aggregate of approximately 43% of our common stock.
As a result, either individually or acting together, these persons may be able to exercise considerable influence over matters requiring
shareholder approval, including the election of directors or other matters impacting our management or corporate governance. In addition, as
reported in our periodic filings, our Board of Directors has from time to time authorized share repurchases. While these repurchases may bepartially offset by share issuances under our equity incentive plans and as consideration for acquisitions, the repurchases may neverthelesshave the effect of increasing the overall percentage interest held by these shareholders.
Our Board of Directors adopted a limited-duration shareholder rights agreement. The Rights Plan would cause substantial dilution to theownership of any person or group that acquires 10% or more of the outstanding shares of our common stock, subject to certain exceptions in
the plan (including that the ownership of the Estate of Bruce A. Nordstrom, Anne E. Gittinger and certain other members of the Nordstromfamily as of the date of the Rights Plan’s adoption is grandfathered under the plan and that the Bid Group’s ownership is exempted until theearlier of (i) April 17, 2025 and (ii) the date that the Bid Group increases its aggregate beneficial ownership of shares of our common stock to
an amount greater than its beneficial ownership on September 3, 2024 plus 0.1% of the then-outstanding shares of common stock (subject tospecified exclusions)). By effectively preventing a shareholder or group of shareholders other than the Nordstrom family from acquiring 10%
or more of our common stock, the Rights Plan may ensure that the Nordstrom family retains its concentration of ownership relative to othershareholders.
The corporate law of the State of Washington, where we are incorporated, provides that approval of a merger or similar significant corporatetransaction requires the affirmative vote of two-thirds of a company’s outstanding shares. The interests of the Nordstrom family shareholders
may differ from the interest of our shareholders as a whole. The beneficial ownership of the Nordstrom family shareholders and the Bid
Group may have the effect of discouraging offers to acquire us (including competing offers to the possible going-private transaction from third
parties), delaying or otherwise preventing a significant corporate transaction because the consummation of any such transaction would likely
require their approval. As a result of these factors, the market price of our common stock may be affected.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(c) SHARE REPURCHASES(Dollar and share amounts in millions, except per share amounts)
We repurchased no shares of common stock during the second quarter of 2024 and we had $438 remaining in share repurchase capacity asof August 3, 2024. See Note 6: Shareholders’ Equity in Part I for more information about our May 2022 share repurchase program.

Item 3. Defaults Upon Senior Securities.
None.

Item 4. Mine Safety Disclosures.
None.

Item 5. Other Information.
During the fiscal quarter ended August 3, 2024, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 tradingarrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of the SEC's Regulation S-K.

Item 6. Exhibits.
(a) The information required under this item is incorporated herein by reference or filed or furnished as part of this report at:
Page
Nordstrom, Inc. and Subsidiaries Exhibit Index

31

All other exhibits are omitted because they are not applicable, not required or because the information required has been given as part of thisreport.

30

Table of Contents

Nordstrom, Inc. and Subsidiaries
Exhibit Index
Incorporated by Reference
Form
ExhibitFiling Date

Exhibit
4.1

Second Amendment to the Shareholder Rights Agreement, dated as of
September 3, 2024, by and between Nordstrom, Inc. and Computershare Trust
Company, N.A., as rights agent

10.1

*†

Nordstrom 401(k) Plan (2024 Restatement)

10.2

*†

Nordstrom Deferred Compensation Plan (2024 Restatement)

10.3

†

Nordstrom Directors Deferred Compensation Plan (2024 Restatement)

10.4

*†

Nordstrom Executive Severance Plan (2024 Restatement)

10.5

*†

Nordstrom Retiree Health Plan (2024 Restatement)

10.6

*†

Nordstrom Supplemental Executive Retirement Plan (2024 Restatement)

31.1

†

Certification of Chief Executive Officer required by Section 302(a) of the
Sarbanes-Oxley Act of 2002

31.2

†

Certification of Chief Financial Officer required by Section 302(a) of the
Sarbanes-Oxley Act of 2002

32.1

‡

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002

101.INS†

Inline XBRL Instance Document

101.SCH†

Inline XBRL Taxonomy Extension Schema Document

101.CAL†

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

†

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE†

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF†

Inline XBRL Taxonomy Extension Definition Linkbase Document

104†

Cover Page Interactive Data File (Inline XBRL)* Management contract, compensatory plan or arrangement† Filed herewith electronically‡ Furnished herewith electronically

31

8-K

4.1

9/4/2024

Table of Contents

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/ Catherine R. Smith
Catherine R. Smith
Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)
Date:

September 5, 2024

32

Exhibit 10.1

NORDSTROM 401(k) PLAN
(January 1, 2024 Restatement)

TABLE OF CONTENTS
PREAMBLE

1ARTICLE I DEFINITIONS AND INTERPRETATION

2

1.1 Plan Definitions 2
1.2 Interpretation 11
ARTICLE II SERVICE

12

2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8

Special Definitions 12
Crediting of Hours of Service 12
Hours of Service Equivalencies 13
Limitations on Crediting of Hours of Service 14
Department of Labor Rules 15
Eligibility Service 15
Years of Vesting Service 15
Exclusion of Vesting Service Earned Following a Break for Determining Vested Interest in Prior
Account 16
2.9 Crediting of Hours of Service with Respect to Short "Computation Periods" 16
2.10 Crediting of Service on Transfer or Amendment 16
ARTICLE III ELIGIBILITY 17
3.1
3.2
3.3
3.4
3.5

Eligibility 17
Transfers of Employment 17
Reemployment 17
Notification Concerning New Eligible Employees
Effect and Duration 18

ARTICLE IV 401(K) CONTRIBUTIONS

17

19

4.1 401(k) Contributions 19
4.2 Amount of 401(k) Contributions 19
4.3 Roth 401(k) Contributions 20
4.4 Catch-Up 401(k) Contributions 20
4.5 Automatic Contribution Arrangement 21
4.6 Notice of Automatic Contribution Arrangement 22
4.7 Automatic Escalation in 401(k) Contributions 23
4.8 Contributions Limited to Effectively Available Compensation
4.9 Amendments to Reduction Authorization 25
4.10 Suspension of 401(k) Contributions 25
4.11 Resumption of 401(k) Contributions 25
4.12 Delivery of 401(k) Contributions 26
4.13 Vesting of 401(k) Contributions 26

i25

ARTICLE V AFTER-TAX AND ROLLOVER CONTRIBUTIONS 27
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8

No After-Tax Contributions 27
Rollover Contributions 27
Direct Rollovers to Plan 27
Participant Rollovers to Plan 28
Restrictions on Rollover Contributions 28
Treatment of After-Tax Contributions that are Rolled Over to the Plan 29
Treatment of Designated Roth Contributions that are Rolled Over to the Plan 29
Vesting of Rollover Contributions 29

ARTICLE VI EMPLOYER CONTRIBUTIONS 30
6.1 Contribution Period 30
6.2 Qualified Nonelective Contributions 30
6.3 Allocation of Qualified Nonelective Contributions 30
6.4 Amount and Allocation of QACA Safe Harbor Matching Contributions 31
6.5 Verification of Amount of Employer Contributions by the Administrator 31
6.6 Payment of Employer Contributions 31
6.7 Allocation Requirements for Employer Contributions 32
6.8 Vesting of Employer Contributions 32
6.9 100% Vesting Events 33
6.10 Changes to Vesting Schedule 33
6.11 Forfeitures to Reduce Employer Contributions 34
ARTICLE VII LIMITATIONS ON CONTRIBUTIONS
7.1
7.2
7.3
7.4
7.5

35

Special Definitions 35
Code Section 402(g) Limit 42Distribution of "Excess Deferrals" 43
Limitation on Contributions of Highly Compensated Employees – ACP Test 44
Determination and Allocation of Excess Aggregate Contributions Among Highly CompensatedEmployees 45
7.6 Forfeiture or Distribution of "Excess Aggregate Contributions" 46
7.7 Treatment of Forfeited Matching Contributions 47
7.8 Determination of Income or Loss 47
7.9 Deemed Satisfaction of the ADP Test 47
7.10 Notice Requirements for QACA Safe Harbor Matching Contributions 48
7.11 Code Section 415 Limitations on Crediting of Contributions and Forfeitures 49ii

7.12 Application of Code Section 415 Limitations Where Participant is Covered Under Other Qualified
Defined Contribution Plan 50
7.13 Scope of Limitations 50
ARTICLE VIII TRUST FUNDS AND ACCOUNTS 51
8.1
8.2
8.3
8.4
8.5
8.6
8.7

General Fund 51
Selection of Investment Funds 51
Self-Directed Brokerage Investment Fund
Loan Investment Fund 52
Income on Trust 52
Accounts 52
Sub-Accounts 52

51

ARTICLE IX LIFE INSURANCE CONTRACTS 53
9.1 No Life Insurance Contracts

53

ARTICLE X DEPOSIT AND INVESTMENT OF CONTRIBUTIONS 54
10.1
10.2
10.3
10.4
10.5

Future Contribution Investment Elections 54
Deposit of Contributions 54
Election to Transfer Between Funds 54404(c) Protection 55
Voting and Tendering Employer Stock 55

ARTICLE XI CREDITING AND VALUING ACCOUNTS 57
11.1
11.2
11.3
11.4
11.5
11.6

Crediting Accounts 57
Valuing Accounts 57
Plan Valuation Procedures 57
Unit Accounting Permitted 58
Finality of Determinations 58
Notification 58

ARTICLE XII LOANS

59

12.1 Application for Loan 59
12.2 Collateral for Loan 59
12.3 Reduction of Account Upon Distribution 59
12.4 Legal Requirements Applicable to Plan Loans 60
12.5 Administration of Loan Investment Fund 62
12.6 Default 62
12.7 Deemed Distribution Under Code Section 72(p) 62
12.8 Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p) 63
12.9 Special Rules Applicable to Loans 63
12.10 Prior Loans 64

iii

ARTICLE XIII WITHDRAWALS WHILE EMPLOYED

65

13.1 Non-Hardship Withdrawals of Rollover Contributions 65
13.2 Age 59 1/2 Withdrawals 65
13.3 Withdrawal by Terminally ill Participant 65
13.4 Withdrawal Upon Deemed Severance from Employment Due to Qualified Military Service
13.5 Overall Limitations on Non-Hardship Withdrawals 66
13.6 Hardship Withdrawals 66
13.7 Hardship Determination 67
13.8 Satisfaction of Necessity Requirement for Hardship Withdrawals 68
13.9 Conditions and Limitations on Hardship Withdrawals 68
13.10 Order of Withdrawal from a Participant's Sub-Accounts 68
ARTICLE XIV TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE
14.1
14.2
14.3
14.4
14.5

Termination of Employment and Settlement Date 70
Separate Accounting for Non-Vested Amounts 70
Disposition of Non-Vested Amounts 71
Treatment of Forfeited Amounts 71
Recrediting of Forfeited Amounts 72

ARTICLE XV DISTRIBUTIONS

73

15.1 Distributions to Participants 73
15.2 Partial Distributions to Retired or Terminated Participants 73
15.3 Distributions to Beneficiaries 73
15.4 Code Section 401(a)(9) Requirements 73
15.5 Cash Outs and Participant Consent 75
15.6 Required Commencement of Distribution 75
15.7 Reemployment of a Participant 75
15.8 Restrictions on Alienation 75
15.9 Facility of Payment 76
15.10 Inability to Locate Payee and Non-Negotiated Checks 76
15.11 Distribution Pursuant to Qualified Domestic Relations Orders 77
ARTICLE XVI FORM OF PAYMENT 78
16.1
16.2
16.3
16.4
16.5

Form of Payment 78
Direct Rollover 78
Notice Regarding Form of Payment 79
Distribution in the Form of Employer Stock
Section 242(b)(2) Elections 80

ARTICLE XVII BENEFICIARIES

81

17.1 Designation of Beneficiary

81

iv

79

70

65

17.2 Spousal Consent Requirements 81
17.3 Revocation of Beneficiary Designation Upon Divorce
ARTICLE XVIII ADMINISTRATION

81

83

18.1 Authority of the Administrator 83
18.2 Discretionary Authority 83
18.3 Claims Review Procedure 83
18.4 Special Rules Applicable to Claims Related to Investment Errors
18.5 Exhaustion of Remedies & Dispute Resolution 91
18.6 Grounds for Judicial Review 92
18.7 Qualified Domestic Relations Orders 92
18.8 Correction of Erroneous Payments and Overpayments 92
18.9 Indemnification 92
18.10 Prudent Man Standard of Care 92
18.11 Actions Binding 93
ARTICLE XIX AMENDMENT AND TERMINATION
19.1
19.2
19.3
19.4
19.5
19.6
19.7
19.8
19.9

Amendment by the Mass Submitter 94
Amendment by Plan Sponsor 94
Amendment by Provider 95
Limitation on Amendment 97
Termination 97
Inability to Locate Payee on Plan Termination
Reorganization 99
Withdrawal of an Employer 99
Loss of Pre-Approved Plan Status 100

94

99

ARTICLE XX ADOPTION BY OTHER ENTITIES 101
20.1 Adoption by Related Employers
20.2 Effective Plan Provisions 101

101

ARTICLE XXI MISCELLANEOUS PROVISIONS

102

21.1 No Commitment as to Employment 102
21.2 Benefits 102
21.3 No Guarantees 102
21.4 Expenses 102
21.5 Precedent 102
21.6 Duty to Furnish Information 103
21.7 Merger, Consolidation, or Transfer of Plan Assets
21.8 Condition on Employer Contributions 103
21.9 Return of Contributions to an Employer 103
21.10 Validity of Plan 104
21.11 Trust Agreement 104

v

103

91

21.12
21.13
21.14
21.15
21.16
21.17
21.18
21.19
21.20

Parties Bound 104
Application of Certain Plan Provisions
Merged Plans 104
Transferred Funds 105
Veterans Reemployment Rights 105
Delivery of Cash Amounts 106
Written Communications 106
Direct Transfer of Contributions 106
Plan Correction Procedures 106

ARTICLE XXII TOP-HEAVY PROVISIONS
22.1
22.2
22.3
22.4

vi

104

108

Definitions 108
Applicability 110
Minimum Employer Contribution 110
Exclusion of Collectively-Bargained Employees 110

PREAMBLE
The Nordstrom 401(k) Plan, originally effective as of December 31, 1952 and last amended and restated in 2021, is hereby
amended and restated in its entirety. Except as otherwise provided herein, this amendment and restatement shall be effective as ofJanuary 1, 2024. The Plan, as amended and restated hereby, is intended to qualify as a profit-sharing plan under Code Section
401(a) and includes a cash or deferred arrangement that is intended to qualify under Code Section 401(k). The Plan is maintained
for the exclusive benefit of eligible Employees and their Beneficiaries.
Notwithstanding any other provision of the Plan to the contrary, a Participant's vested interest in his Account under the Plan on
and after the effective date of this amendment and restatement shall be not less than his vested interest in his account on the day
immediately preceding the effective date.

1

ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1

Plan Definitions

As used herein, the following words and phrases, when they appear with initial letters capitalized as indicated below, have themeanings hereinafter set forth:
An "Account" means the account maintained by the Trustee in the name of a Participant that reflects his interest in the Trust andany Sub-Accounts maintained thereunder, as provided in Article VIII.
The "Administrator" means the Compensation, People and Culture Committee of the Board of Directors of the Sponsor or its
successor (also referred to herein as “CPCC”).
An "After-Tax Contribution" means any after-tax employee contribution made by a Participant to the Plan as may be permitted
under Article V or as may have been permitted under the terms of the Plan prior to this amendment and restatement or any aftertax employee contribution made by a Participant to another plan that is transferred directly to the Plan. After-tax employee
contributions that are rolled over to the Plan in accordance with the provisions of Article V are treated as Rollover Contributions
rather than After-Tax Contributions for purposes of withdrawals as outlined in Article XIII.
The "Beneficiary" of a Participant means the person or persons entitled under the provisions of the Plan to receive distribution
hereunder in the event the Participant dies before receiving distribution of his entire interest under the Plan.
A Participant's "Benefit Payment Date" means the first day on which all events have occurred which entitle the Participant toreceive payment of his benefit.
A "Break in Service" means any "computation period" (as defined in Section 2.1 for purposes of determining years of Vesting
Service) during which an Employee completes no more than 500 Hours of Service except that no Employee shall incur a Break in
Service solely by reason of temporary absence from work not exceeding 12 months resulting from illness, layoff, or other cause if
authorized in advance by an Employer or a Related Employer pursuant to its uniform leave policy, if his employment shall nototherwise be terminated during the period of such absence.
A "Catch-Up 401(k) Contribution" means any 401(k) Contribution made on behalf of a Participant that is in excess of an
applicable Plan limit and is made pursuant to, and is2

intended to comply with, Code Section 414(v). Catch-Up 401(k) Contributions may include Pre-Tax 401(k) Contributions and/orRoth 401(k) Contributions.
The "Code" means the Internal Revenue Code of 1986, as amended from time to time. Reference to a Code section includes suchsection and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.
The "Compensation" of a Participant for any period means the wages as defined in Code Section 3401(a), determined without
regard to any rules that limit compensation included in wages based on the nature or location of the employment or services
performed, and all other payments made to him for such period for services as a Covered Employee for which his Employer isrequired to furnish the Participant a written statement under Code Sections 6041(d), 6051(a)(3), and 6052 (commonly referred toas W-2 earnings).
Notwithstanding the foregoing, Compensation shall not include the following:
reimbursements and other expense allowances, fringe benefits, moving expenses, deferred compensation, and welfare
benefits.
Compensation includes (i) any elective deferral, as defined in Code Section 402(g)(3), (ii) any amount contributed or deferred by
the Employer at the Participant's election which is not includable in the Participant's gross income by reason of Code Section 125,
132(f)(4), or 457, and (iii) certain contributions described in Code Section 414(h)(2) that are picked up by the employing unit andtreated as employer contributions. Such amounts shall be included in Compensation only to the extent that they would otherwise
have been included in Compensation as defined above.
Notwithstanding any other provision of the Plan to the contrary, if a Participant has a severance from employment (as defined in
Treasury Regulations Section 1.401(k)-1(d)(2)) with the Employers and all Related Employers, Compensation shall not include
amounts received by the Participant following such severance from employment except as provided below:
Compensation shall include amounts that would otherwise have been paid to the Participant in the course of his employment
and are regular compensation for services during the Participant's regular working hours, compensation for services
outside the Participant's regular working hours (such as overtime or shift differential pay), commissions, bonuses, or othersimilar compensation, but only to the extent such amounts (1) would have been includable in Compensation if his
employment had continued and (2) are paid before the later of (a) the close of the "limitation year" (as defined in Section
7.1) in which the Participant's severance from employment occurs or (b) within 2 ½ months of such severance.

3

Notwithstanding any other provision of the Plan to the contrary, if a Participant is absent from employment as a Covered
Employee to perform service in the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code), hisCompensation will include any "military differential pay", as defined hereunder, he receives or is entitled to receive from his
Employer. For purposes of this paragraph, "military differential pay" means any payment made to the Participant by the
Employer with respect to a period during which the Participant is performing service in the uniformed services while on active
duty for a period of more than 30 days that represents all or a portion of the wages the Participant would have received if he had
continued employment with the Employer as a Covered Employee.
In no event, however, shall the Compensation of a Participant taken into account under the Plan for any Plan Year exceed thelimit in effect under Code Section 401(a)(17) ($255,000 for Plan Years beginning in 2013, subject to adjustment annually as
provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase in effect on January 1 of any
calendar year, if any, is effective for Plan Years beginning in such calendar year). If the Compensation of a Participant isdetermined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation describedabove shall be adjusted with respect to that Participant by multiplying the annual compensation limitation in effect for the Plan
Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12;
provided, however, that no proration is required for a Participant who is covered under the Plan for less than one full Plan Year if
the formula for allocations is based on Compensation for a period of at least 12 months.
A "Contribution Period" means the period specified in Article VI for which Employer Contributions shall be made.
A "Covered Employee" means any Employee of an Employer. Notwithstanding the foregoing, the term "Covered Employee"
shall not include the following:
any individual with respect to whom an Employer does not withhold income or employment taxes and file Form W-2 (orany replacement Form) with the Internal Revenue Service because such individual has executed a contract, letter ofagreement, or other document acknowledging his status as an independent contractor who is not entitled to benefits under
the Plan or is otherwise not classified by his Employer as a common law employee, even if such individual is later
adjudicated to be a common law employee of his Employer, unless and until the Employer extends coverage to suchindividual.
any Leased Employee.
any nonresident alien who does not receive United States source income.

4

any Employee acquired in an asset or stock acquisition, merger, or similar transaction described in Code Section 410(b)(6)(C) until the date the acquiring Employer extends coverage to such Employees.
any individual classified by the Administrator as an employee of a non-affiliated entity
any individual who is not paid through the Employer’s payroll system and does not receive a W-2 from the Employer.
The term "Covered Employee" shall include any Employee who is covered by a collective bargaining agreement with the
Employer only if and to the extent such collective bargaining agreement provides for coverage under the Plan.
"Disabled" means the Participant is determined to be eligible for disability benefits under his employer's long-term disability
plan or, if he is not covered by a long-term disability plan, he is eligible to receive a disability benefit under the terms of theSocial Security Act.
An "Eligible Employee" means any Covered Employee who has met the eligibility requirements of Article III to participate in
the Plan.
The "Eligibility Service" of an Employee means the period or periods of service credited to him under the provisions of Article
II for purposes of determining his eligibility to participate in the Plan as may be required under Article III.
An "Employee" means any common law employee of an Employer or a Related Employer and any Leased Employee.
An "Employer" means the Sponsor and any entity which has adopted the Plan as may be provided under Article XX.
An "Employer Contribution" means the amount, if any, that an Employer contributes to the Plan on behalf of its Eligible
Employees in accordance with the provisions of Article VI or Article XXII and that an Eligible Employee may not elect instead
to receive in cash.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a section of
ERISA includes such section and any comparable section or sections of any future legislation that amends, supplements, or
supersedes such section.

5

A "401(k) Contribution" means any amount contributed to the Plan on behalf of a Participant that the Participant could elect toreceive in cash, but that the Participant elects, either affirmatively or pursuant to an automatic enrollment or automatic escalation
provision, to have contributed to the Plan in accordance with the provisions of Article IV as either a Pre-Tax 401(k) Contribution
or a Roth 401(k) Contribution.
The "General Fund" means a Trust Fund maintained by the Trustee as required to hold and administer any assets of the Trustthat are not allocated among any separate Investment Funds as may be provided in the Plan or the Trust Agreement. No GeneralFund shall be maintained if all assets of the Trust are allocated among separate Investment Funds.
A "Highly Compensated Employee" means any Covered Employee who is a "highly compensated active employee" as defined
hereunder.
A "highly compensated active employee" includes any Covered Employee who performs services for an Employer or any Related
Employer during the Plan Year and who (i) was a 5% owner at any time during the Plan Year or the "look back year" or (ii)
received "compensation" from the Employers and Related Employers during the "look back year" in excess of the dollar amountin effect under Code Section 414(q)(1)(B)(i) adjusted pursuant to Code Section 415(d) (e.g., $115,000 for "look back years"
beginning after December 31, 2012) and was in the top paid group of Employees for the "look back year". A Covered Employee
is in the top paid group of Employees if he is in the top 20% of the Employees of his Employer and all Related Employers whenranked on the basis of compensation paid during the "look back year".
The determination of who is a Highly Compensated Employee hereunder, including determinations as to the number and identityof Employees in the top paid group, shall be made in accordance with the provisions of Code Section 414(q) and regulations
issued thereunder.
For purposes of this definition, the following terms have the following meanings:
An Employee's "compensation" means his "415 compensation" as defined in Section 7.1.
The "look back year" means the 12-month period immediately preceding the Plan Year.
An "Hour of Service" with respect to an Employee means each hour, if any, that may be credited to him in accordance with theprovisions of Article II.

6

The "Investment Fiduciary" means the fiduciary responsible for investments under the Plan, including, if applicable, selectionof the Investment Funds and direction of the Trustee. The Administrator shall be the Investment Fiduciary, unless the
Administrator designates another person or persons to act as such. The Administrator may designate different persons to act as itsdelegate in performing different functions of the Investment Fiduciary.
An "Investment Fund" means any separate investment Trust Fund maintained by the Trustee as may be provided in the Plan or
the Trust Agreement or any separate investment fund maintained by the Trustee, to the extent that there are Participant SubAccounts under such funds, to which assets of the Trust may be allocated and separately invested.
A "Leased Employee" means any person (other than an "excludable leased employee") who performs services for an Employer
or a Related Employer (the "recipient") (other than an employee of the "recipient") pursuant to an agreement between the"recipient" and any other person (the "leasing organization") on a substantially full-time basis for a period of at least one year,
provided that such services are performed under primary direction of or control by the "recipient". An "excludable leased
employee" means any Leased Employee of the "recipient" who is (a) covered by a money purchase pension plan maintained bythe "leasing organization" which provides for (i) a nonintegrated employer contribution on behalf of each participant in the planequal to at least 10% of 415 compensation (as defined in Section 7.1), (ii) full and immediate vesting, and (iii) immediate
participation by employees of the "leasing organization" or (b) performs substantially all of his services for the "leasingorganization" or (c) whose compensation from the "leasing organization" in each Plan Year during the 4-year period ending with
the Plan Year is less than $1,000. Notwithstanding the foregoing, a person shall not be treated as an "excludable leased
employee" if Leased Employees (including any individual who would otherwise be considered an "excludable leased employee")
constitute more than 20% of the "recipient's" non-highly compensated work force. For purposes of this Section, contributions or
benefits provided to a Leased Employee by the "leasing organization" that are attributable to services performed for the"recipient" shall be treated as provided by the "recipient".
Notwithstanding the foregoing, if any person who performed services for a "recipient" pursuant to an agreement between the"recipient" and the "leasing organization" becomes a Covered Employee, all service performed by such person for the "recipient"shall be treated as employment with an Employer as an Employee, even if performed on less than a full-time basis, for less than afull year, or while an "excludable leased employee."
A "Matching Contribution" means any Employer Contribution made to the Plan on account of a Participant's 401(k)Contributions as provided in Article VI.

7

The "Normal Retirement Date" of an Employee means the date he attains age 60.
A "Participant" means any person who has satisfied the requirements of Article III to become an Eligible Employee and who
has an Account in the Trust.
The "Plan" means the Nordstrom 401(k) Plan, as from time to time in effect.
A "Plan Year" means the 12-consecutive-month period ending each December 31.
A "Predecessor Employer" means any company that is a predecessor organization to an Employer under the Code, provided that
the Employer maintains a plan of such predecessor organization.
A "Pre-Tax 401(k) Contribution" means any 401(k) Contribution made to the Plan on behalf of a Participant that is notincludable in the Participant's taxable gross income, pursuant to Code Section 401(k), until distributed from the Plan.
A "Prior Matching Contribution" means any contribution made to the Plan prior to January 1, 2021, on account of a
Participant's 401(k) Contributions.
A "Prior Nonelective Contribution" means any contribution made by a Participant's employer that (1) the Participant could notelect to receive in cash, (2) was not contingent upon the Participant's "elective contributions" or "employee contributions", asthose terms are defined in Section 7.1, and (3) was made either (i) to the Plan pursuant to provisions of the Plan that are no longer
in effect or (ii) to another plan and was transferred directly to the Plan from such other plan.
The "Provider" of this Pre-Approved Defined Contribution Plan is Plan Document Systems, LLC whose address is 1919 M St,
NW, Suite 700, Washington, DC 20036 and phone is (202) 331-8800. The Provider certifies that it will inform the Sponsor of any
amendments to the Plan or of the Provider’s discontinuance or abandonment of the Plan. For more information about the Plan, aSponsoring Employer may contact Plan Document Systems, LLC at the address noted herein.
A "QACA Safe Harbor Matching Contribution" means any Matching Contribution designated as such and made to the Plan asprovided in Article VI that meets the requirements of Code Section 401(k)(13)(D).
A "Qualified Nonelective Contribution" means any Employer Contribution made to the Plan as provided in Article VI that is
100% vested when allocated to Participants’ Accounts and may be taken into account to satisfy the limitations on 401(k)Contributions and/or Matching Contributions made by or on behalf of Highly Compensated Employees under Article VII.

8

A "Related Employer" means any corporation or business, other than an Employer, that would be aggregated with an Employer
for a relevant purpose under Code Section 414, including members of an affiliated service group under Code Section 414(m), a
controlled group of corporations under Code Section 414(b), or a group of trades or businesses under common control under
Code Section 414(c) of which the adopting Employer is a member, and any other entity required to be aggregated with the
Employer pursuant to Code Section 414(o).
A Participant's "Required Beginning Date" means the following:
for a Participant who is not a "5% owner", April 1 of the calendar year following the calendar year in which occurs the laterof the Participant's (i) attainment of the “applicable age”(as defined herein) or (ii) retirement.
for a Participant who is a "5% owner", April 1 of the calendar year following the calendar year in which the Participant
attains the “applicable age.”
A Participant is a "5% owner" if he is a 5% owner, as defined in Code Section 416(i) and determined in accordance with Code
Section 416, but without regard to whether the Plan is top-heavy, for the Plan Year ending with or within the calendar year inwhich the Participant attains the “applicable age.” The Required Beginning Date of a Participant who is a "5% owner" hereundershall not be re-determined if the Participant ceases to be a 5% owner as defined in Code Section 416(i) with respect to any
subsequent Plan Year.
The “applicable age” means the following: (i) age 73, for a Participant born on or after January 1, 1951, (ii) age 72, for a
Participant born before January 1, 1951, but on or after July 1, 1949, or (iii) age 70 ½, for a Participant born before July 1, 1949.
The “Retirement Committee” means the Retirement Committee established by the CPCC.
A "Rollover Contribution" means any rollover contribution to the Plan made by a Participant as may be permitted under Article
V.
A "Roth 401(k) Contribution" means any 401(k) Contribution made on behalf of a Participant that is irrevocably designated as
being made pursuant to, and is intended to comply with, Code Section 402A. Roth 401(k) Contributions are includable in a
Participant's taxable gross income for the year in which they are contributed to the Plan. The term "Roth 401(k) Contribution"
includes any "elective deferral," as defined in Code Section 402(g)(3)(A), made to a plan qualified under Code Section 401(a),that the Employee designated as a Roth contribution at the time it was contributed to such plan9and that the Employee elects to roll over to the Plan in accordance with the provisions of Article V.
The "Settlement Date" of a Participant means the date on which a Participant's interest under the Plan becomes distributable inaccordance with Article XV.
The "Sponsor" means Nordstrom, Inc., and any successor thereto.
A Participant's "Spouse" means the person to whom the Participant is legally married under the laws of the state or country inwhich the marriage originated, even if such marriage is not recognized under the laws of the state or country in which theParticipant resides. Effective June 26, 2013, the term Spouse will apply with respect to a Participant who is married to anindividual of the same sex. Additionally, a Plan will not be treated as failing to meet the requirements of Code Section 401(a)merely because it did not recognize the same-sex spouse of a Participant as a Spouse before June 26, 2013 or prior to September
16, 2013, if it only recognized the same-sex Spouse of a Participant domiciled in a state that recognized same-sex marriages.
However, effective September 13, 2013, a marriage of same-sex individuals must be recognized if it was validly entered into in astate whose laws authorize the marriage even if the married couple is domiciled in a state that does not recognize the validity ofsame-sex marriages.
A "Sub-Account" means any of the individual sub-accounts of a Participant's Account that is maintained as provided in Article
VIII.
A "Transfer Contribution" means any amount transferred to the Plan on an Employee's behalf directly from another qualified
plan pursuant to a trust to trust transfer as provided in Section 21.19.
The "Trust" means the trust, custodial accounts, annuity contracts, or insurance contracts maintained by the Trustee under the
Trust Agreement.
The "Trust Agreement" means any separate agreement or agreements entered into between the Plan and the Trustee relating to
the holding, investment, and reinvestment of the assets of the Plan, together with all amendments thereto and shall include any
agreement establishing a custodial account, an annuity contract, or an insurance contract (other than a life, health or accident,
property, casualty, or liability insurance contract) for the investment of assets if the custodial account or contract would, except
for the fact that it is not a trust, constitute a qualified trust under Code Section 401. All provisions of the trust or custodial accountdocument must be applicable to all adopting Employers of that trust or custodial account. The Trust Agreement or custodial
account agreement must be in a document separate from this Plan, however if such separate trust or custodial agreement is foundto be in direct conflict with this Plan, the terms of this Plan will govern.

10

The "Trustee" means the trustee or any successor trustee which at the time shall be designated, qualified, and acting under the
Trust Agreement and shall include any insurance company that issues an annuity or insurance contract pursuant to the Trust
Agreement or any person holding assets in a custodial account pursuant to the Trust Agreement. The Administrator may
designate a person or persons other than the Trustee to perform any responsibility of the Trustee under the Plan, other than trustee
responsibilities as defined in ERISA Section 405(c)(3), and the Trustee shall not be liable for the performance of such person incarrying out such responsibility except as otherwise provided by ERISA. The term Trustee shall include any delegate of theTrustee as may be provided in the Trust Agreement.
A "Trust Fund" means any fund maintained under the Trust by the Trustee.
A "Valuation Date" means the date or dates used for the purpose of valuing the General Fund and each Investment Fund andadjusting Accounts and Sub-Accounts hereunder, which dates need not be uniform with respect to the General Fund, each
Investment Fund, Account, or Sub-Account; provided, however, that the General Fund and each Investment Fund shall be valued
and each Account and Sub-Account shall be adjusted no less often than once annually. Unless otherwise designated, theValuation Date under the Plan means each day a stock exchange under the Plan is open for business.
The "Vesting Service" of an Employee means the period or periods of service credited to him under the provisions of Article IIfor purposes of determining his vested interest in his Employer Contributions Sub-Account, if Employer Contributions areprovided for under either Article VI or Article XXII.
1.2

Interpretation

Where required by the context, the noun, verb, adjective, and adverb forms of each defined term shall include any of its otherforms. Wherever used herein, the masculine pronoun shall include the feminine or gender neutral where applicable (and viceversa), the singular shall include the plural, and the plural shall include the singular.

11

ARTICLE IISERVICE
2.1

Special Definitions

For purposes of this Article, the following terms have the following meanings:
A "computation period" for purposes of determining an Employee's years of Vesting Service means each Plan Year.
A "maternity/paternity absence" means an Employee's absence from employment with an Employer or a Related Employer
because of the Employee's pregnancy, the birth of the Employee's child, the placement of a child with the Employee inconnection with the Employee's adoption of the child, or the caring for the Employee's child immediately following the child's
birth or adoption. An Employee's absence from employment will not be considered a maternity/paternity absence unless the
Employee furnishes the Administrator such timely information as may reasonably be required to establish that the absence wasfor one of the purposes enumerated in this paragraph and to establish the number of days of absence attributable to such purpose.
2.2

Crediting of Hours of Service

An Employee shall be credited with an Hour of Service for:(a)Each hour for which he is paid, or entitled to payment, for the performance of duties for an Employer, a Predecessor
Employer, or a Related Employer during the applicable period; provided, however, that hours compensated at a premium
rate shall be treated as straight-time hours.

(b)Subject to the provisions of Section 2.4, each hour for which he is paid, or entitled to payment, by an Employer, aPredecessor Employer, or a Related Employer on account of a period of time during which no duties are performed(irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity(including disability), lay-off, jury duty, military duty, or leave of absence.

(c)Each hour for which he would have been scheduled to work for an Employer, a Predecessor Employer, or a Related
Employer during the period that he is absent from work because of service with the armed forces of the United States
provided he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights
Act of 1994 and returns to work with an Employer or a Related Employer within the period during which he retains such
reemployment

12

rights; provided, however, that the same Hour of Service shall not be credited under paragraph (b) of this Section andunder this paragraph (c).
(d)

Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer, aPredecessor Employer, or a Related Employer; provided, however, that the same Hour of Service shall not be credited
both under paragraph (a) or (b) or (c) of this Section, as the case may be, and under this paragraph (d); and provided,
further, that the crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in suchparagraph (b) shall be subject to the limitations set forth therein and in Section 2.4.

(e)Solely for purposes of determining whether an Employee who is on a "maternity/paternity absence" has incurred a Break in
Service for a "computation period", Hours of Service shall include those hours with which such Employee would
otherwise have been credited but for such "maternity/paternity absence", or shall include 8 Hours of Service for each dayof "maternity/paternity absence" if the actual hours to be credited cannot be determined; except that not more than theminimum number of hours required to prevent a Break in Service shall be credited by reason of any "maternity/paternity
absence"; provided, however, that any hours included as Hours of Service pursuant to this paragraph shall be credited tothe "computation period" in which the absence from employment begins, if such Employee otherwise would incur a
Break in Service in such "computation period", or, in any other case, to the immediately following "computation period".

(f)Solely for purposes of determining whether he has incurred a Break in Service, each hour for which he would have beenscheduled to work for an Employer, a Predecessor Employer, or a Related Employer during the period of time that he isabsent from work on an approved leave of absence pursuant to the Family and Medical Leave Act of 1993; provided,
however, that Hours of Service shall not be credited to an Employee under this paragraph if the Employee fails to returnto employment with an Employer or a Related Employer following such leave.

Unless otherwise specified in the Plan, for purposes of determining an Employee's Vesting Service, Hours of Service shall becredited for employment with a corporation or business prior to the date such corporation or business becomes a Related
Employer as if such employment were employment with a Related Employer. If the corporation or business credited Vesting
Service under the elapsed time method, such prior service will be calculated in accordance with the provisions of Section 2.10.
2.3

Hours of Service Equivalencies

Notwithstanding any other provision of the Plan to the contrary, if an Employer does not maintain records that accurately reflect
actual Hours of Service with respect to a Covered13

Employee, the Employer shall credit Hours of Service in accordance with one of the equivalencies described in this Section. In
addition, the Administrator may elect for all Covered Employees or for Covered Employees in one or more different
classifications (provided such classifications are reasonable), to credit Hours of Service in accordance with one of theequivalencies described in this Section. Hours of Service shall be credited hereunder in a consistent and nondiscriminatory
manner.
In accordance with this Section, a Covered Employee may be credited with:(a)

10 Hours of Service for each day on which he performs an Hour of Service;(b)

45 Hours of Service for each week in which he performs an Hour of Service;(c)

95 Hours of Service for each semi-monthly payroll period in which he performs an Hour of Service; or(d)190 Hours of Service for each month in which he performs an Hour of Service.

2.4

Limitations on Crediting of Hours of Service

In applying the provisions of Section 2.2(b), the following shall apply:(a) An hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no
duties are performed shall not be credited to him if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable workers' compensation, unemployment compensation, or disability insurance laws.
(b)

Hours of Service shall not be credited with respect to a payment which solely reimburses an Employee for medical or
medically-related expenses incurred by him.

(c) A payment shall be deemed to be made by or due from an Employer, a Predecessor Employer, or a Related Employer (i)regardless of whether such payment is made by or due from such employer directly or indirectly, through (among others)a trust fund or insurer to which any such employer contributes or pays premiums, and (ii) regardless of whether
contributions made or due to such trust fund, insurer, or other entity are for the benefit of particular Employees or are on
behalf of a group of Employees in the aggregate.
(d)

14

No more than 501 Hours of Service shall be credited to an Employee on account of any single continuous period during
which he performs no duties (whether or not such period occurs in a single "computation period"), unless no duties areperformed due to service with the armed forces of the United States for which the Employee retains reemployment rights
as provided in Section 2.2(c).
2.5

Department of Labor Rules

The rules set forth in paragraphs (b) and (c) of Department of Labor Regulations Section 2530.200b-2, which relate todetermining Hours of Service attributable to reasons other than the performance of duties and crediting Hours of Service toparticular periods, are hereby incorporated into the Plan by reference.
2.6

Eligibility Service

Because there are no Eligibility Service requirements to participate in the Plan, there shall be no Eligibility Service credited under
the Plan.
2.7 Years of Vesting Service
Years of Vesting Service shall be determined in accordance with the following provisions:(a) An Employee shall be credited with years of Vesting Service for employment prior to January 1, 2024 equal to the numberof years of Vesting Service credited to him as of January 1, 2024, under the terms of the Plan in effect on that date.
(b) An Employee shall be credited with years of Vesting Service for employment on and after [DATE] in accordance with thefollowing:(i) An Employee shall be credited with a year of Vesting Service for each "computation period" during which hecompletes at least 1,000 Hours of Service.
(ii) Notwithstanding the provisions of paragraph (a), service completed by an Employee prior to a Break in Service shallnot be included in determining the Employee's years of Vesting Service unless either:

15

(A)

the Employee had a nonforfeitable right to any portion of his Account, excluding that portion of his Accountthat is attributable to Rollover Contributions, before his Break in Service commenced, or(B)

the number of his consecutive Breaks in Service is fewer than the greater of five or the aggregate number of
his years of Vesting Service before his Break in Service commenced.

2.8

Exclusion of Vesting Service Earned Following a Break for Determining Vested Interest in Prior AccountNotwithstanding any other provision of the Plan to the contrary, Vesting Service completed by an Employee after a Break in
Service shall not be included in determining his vested interest in his Account attributable to employment prior to such Break in
Service if the number of his consecutive Breaks in Service is 5 or more.
2.9

Crediting of Hours of Service with Respect to Short "Computation Periods"

The following provisions shall apply with respect to crediting Hours of Service with respect to any short "computation period":(a)

For purposes of this Article, the following terms have the following meanings:(i) An "old computation period" means any "computation period" that ends immediately prior to a change in the"computation period".
(ii) A "short computation period" means any "computation period" of fewer than 12-consecutive months.

(b)

Notwithstanding any other provision of the Plan to the contrary, no Employee shall incur a Break in Service for a short"computation period" solely because of such short "computation period".

(c)

For purposes of determining the years of Vesting Service to be credited to an Employee, a "computation period" shall notinclude the "short computation period", but if an Employee completes at least 1,000 Hours of Service in the 12consecutive-month period beginning on the first day of the "short computation period", such Employee shall be creditedwith a year of Vesting Service for such 12-consecutive-month period.

2.10

Crediting of Service on Transfer or Amendment

Notwithstanding any other provision of the Plan to the contrary, if as a result of a Plan amendment or a transfer from employment
covered under another qualified plan maintained by an Employer or a Related Employer, the service crediting method applicable
to an Employee changes between the elapsed time method described in Treasury Regulations Section 1.410(a)-7 and the Hours ofService method described in Department of Labor Regulations Sections 2530.200 through 2530.203, an affected Employee shallbe credited with Vesting Service hereunder as provided in Treasury Regulations Section 1.410(a)-7(f)(1).

16

ARTICLE III
ELIGIBILITY
3.1

Eligibility

Each Employee who was an Eligible Employee immediately prior to January 1, 2024 shall continue to be an Eligible Employee
on January 1, 2024.
Each other Employee shall become an Eligible Employee as of the date he becomes a Covered Employee.
3.2 Transfers of Employment
If an Employee is transferred directly from employment with an Employer or with a Related Employer in a capacity other than asa Covered Employee to employment as a Covered Employee, he shall become an Eligible Employee as of the later of the date heis so transferred or the date he would have become an Eligible Employee in accordance with the provisions of Section 3.1 if hehad been a Covered Employee for his entire period of employment with the Employer or Related Employer.
3.3

Reemployment

If a person who terminated employment with an Employer and all Related Employers is reemployed as a Covered Employee andif he had been an Eligible Employee prior to his termination of employment, he shall again become an Eligible Employee on thedate he is reemployed. If such person was not an Eligible Employee prior to his termination of employment, but had satisfied therequirements of Section 3.1 prior to such termination, he shall become an Eligible Employee as of the later of the date he isreemployed or the date he would have become an Eligible Employee in accordance with the provisions of Section 3.1 if he had
continued employment as a Covered Employee. Otherwise, the eligibility of a person who terminated employment with an
Employer and all Related Employers and who is reemployed by an Employer or a Related Employer to participate in the Plan
shall be determined in accordance with Section 3.1 or 3.2.
3.4

Notification Concerning New Eligible Employees

Each Employer shall notify the Administrator as soon as practicable of Employees becoming Eligible Employees as of any date.

17

3.5

Effect and Duration

Upon becoming an Eligible Employee, a Covered Employee shall be entitled to make 401(k) Contributions to the Plan inaccordance with the provisions of Article IV and receive allocations of Employer Contributions in accordance with the provisionsof Article VI (provided he meets any applicable requirements thereunder) and shall be bound by all the terms and conditions of
the Plan and the Trust Agreement. A person shall continue as an Eligible Employee eligible to make 401(k) Contributions to thePlan and to participate in allocations of Employer Contributions only so long as he continues employment as a Covered
Employee.

18

ARTICLE IV
401(k) CONTRIBUTIONS
4.1

401(k) Contributions

Effective as of the date he becomes an Eligible Employee, each Eligible Employee may elect, in accordance with rules prescribedby the Administrator, to have 401(k) Contributions made to the Plan on his behalf by his Employer as hereinafter provided. An
Eligible Employee's election shall include his authorization for his Employer to reduce his Compensation and to make 401(k)Contributions on his behalf. If an Eligible Employee who is not subject to the automatic contribution arrangement does not makea timely election to have 401(k) Contributions made to the Plan as of the date he first becomes eligible to participate, he shall bedeemed to have elected a 0% reduction and may only change such deemed election pursuant to the provisions of this Article foramending reduction authorizations.
401(k) Contributions on behalf of an Eligible Employee shall commence as soon as administratively practicable on or after thedate on which he first becomes eligible to participate.
4.2 Amount of 401(k) Contributions
The amount of 401(k) Contributions to be made each payroll period on behalf of an Eligible Employee by his Employer shall bea percentage, expressed in the increments prescribed by the Administrator, of the Eligible Employee's Compensation of not lessthan 1% nor more than 50%. In the event an Eligible Employee elects to have his Employer make 401(k) Contributions on hisbehalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to
the Plan in accordance with the terms of his currently effective reduction authorization.
An Employer may allow an Eligible Employee to authorize a special reduction in that portion of his Compensation that is
attributable to any Employer paid cash bonuses made for such Eligible Employee for the Plan Year in an amount up to 50% ofsuch bonuses. The Employer may designate the bonuses for which the special reduction authorization is available; provided,
however, that such designation shall be made on a uniform and non discriminatory basis.
Notwithstanding any other provision of the Plan to the contrary, if a person is no longer an Eligible Employee on the date a bonus
would otherwise be paid, no 401(k) Contribution with respect to such bonus shall be made on his behalf, and the person shallreceive payment of his full bonus, if any.

19

4.3

Roth 401(k) Contributions

An Eligible Employee may designate, in accordance with rules prescribed by the Administrator, that a portion or all (as permitted
by the Administrator) of his 401(k) Contributions for each payroll period be treated as Roth 401(k) Contributions. Any suchdesignation must be made before the Compensation to which the Participant's 401(k) Contribution relates becomes available to
the Eligible Employee and shall remain in effect until the Eligible Employee amends his election as prescribed in this Article.
Except as otherwise specifically provided in this Article, if an Eligible Employee does not affirmatively designate that his 401(k)Contributions are to be treated as Roth 401(k) Contributions, the Eligible Employee will be considered to have designated that his
401(k) Contributions shall be treated as Pre-Tax 401(k) Contributions.
Any Roth 401(k) Contributions made to the Plan on behalf of a Participant shall be allocated to a separate Sub-Accountmaintained with respect to such contributions. The Administrator shall maintain a record of the portion of a Participant's Roth
401(k) Contributions Sub-Account that is not taxable upon distribution from the Plan. Earnings, losses, and other credits andcharges shall be allocated on a reasonable and consistent basis among a Participant's Roth 401(k) Contributions Sub-Account andhis other Sub-Accounts under the Plan. No amounts other than Roth 401(k) Contributions and properly attributable earnings shallbe credited to a Participant's Roth 401(k) Contributions Sub-Account. Notwithstanding the foregoing, Roth Rollover
Contributions may be allocated to a Participant's Roth 401(k) Contributions Sub-Account.
Notwithstanding any other provision of the Plan to the contrary, any distribution from a Participant's Roth 401(k) Contributions
Sub-Account made after the Participant's 5-taxable-year period of participation, as described in Code Section 402A(d)(2)(B), thatis a qualified distribution under Code Section 402A(d)(2)(A), shall not be taxable to the Participant or his Beneficiary. Except asotherwise provided in Article V, the Participant's 5-taxable-year period of participation shall begin on January 1 of the taxable
year in which the Participant first makes a Roth 401(k) Contribution to the Plan that is not distributed as an "excess deferral" or"excess contribution" (as those terms are defined in Section 7.1) and is not returned as a permissible withdrawal in accordancewith the provisions of Code Section 414(w).
4.4Catch-Up 401(k) Contributions

An Eligible Employee who is or will be age 50 or older by the end of the taxable year may make Catch-Up 401(k) Contributions
to the Plan in excess of the limits otherwise applicable to 401(k) Contributions under the Plan, but not in excess of the dollar limit
in effect under Code Section 414(v)(2)(B)(i) for the taxable year ($5,500 for 2013). Otherwise applicable limits that do not apply
to Catch-Up 401(k) Contributions include,20

but are not limited to, the maximum dollar amount or percentage of Compensation designated by the Administrator, the Code
Section 402(g) limit described in Article VII, and the Code Section 415 limit on annual additions described in Article VII.
If the maximum dollar amount or percentage of Compensation limit specified by the Administrator changes during the Plan Year,the applicable limit under Section 4.2 for purposes of determining Catch-Up 401(k) Contributions for an Eligible Employee forsuch Plan Year shall be the sum of the dollar amounts of the limits applicable to the Eligible Employee for each portion of thePlan Year.
Except as otherwise specifically provided in Article VII, an Eligible Employee's Catch-Up 401(k) Contributions shall be treatedas Pre-Tax and/or Roth 401(k) Contributions in accordance with the Eligible Employee's election as in effect on the date theCompensation to which the Participant's Catch-Up 401(k) Contribution relates becomes available to the Eligible Employee.
4.5 Automatic Contribution Arrangement
Effective as of January 1, 2021, except as otherwise specifically provided in this Section, an Employer shall make automatic
401(k) Contributions on behalf of each of its Covered Employees, including a re-hired Employee, who becomes an Eligible
Employee on or after January 1, 2021 and each of its Covered Employees who is already an Eligible Employee prior to that date
and who does not have an affirmative election in effect on January 1, 2021 either to make zero 401(k) Contributions to the Planor to make 401(k) Contributions in an amount greater than zero. An Employer will not make 401(k) Contributions in accordancewith this Section on behalf of an Eligible Employee who has an affirmative election in effect on January 1, 2021, except asotherwise provided in this Section. The automatic contribution arrangement established hereunder is intended to operate as aqualified automatic contribution arrangement ("QACA") within the meaning of Code Section 401(k)(13).
Automatic 401(k) Contributions made pursuant to this Section on behalf of an Eligible Employee shall initially be equal to 3% of
the Eligible Employee's Compensation. Compensation used for the purposes of determining an Eligible Employee's automatic
401(k) Contributions must be safe harbor compensation, as defined in Treasury Regulations Section 1.401(k)-3(b)(2).
The Compensation otherwise payable to an Eligible Employee to whom this Section applies shall be reduced by the amount of
the 401(k) Contributions to be made on his behalf hereunder. 401(k) Contributions will be withheld from an Eligible Employee's
Compensation pursuant to the automatic contribution provisions of this Section beginning no earlier than a reasonable period oftime after the notice described in the following Section is first provided to the Eligible Employee and no later than the earlier of(1) the21

pay date for the second payroll period beginning after the date such notice is provided or (2) the first pay date occurring at least
30 days after the notice is provided. Automatic 401(k) Contributions made in accordance with the provisions of this Section shallbe Pre-Tax 401(k) Contributions.
An Eligible Employee who is subject to the automatic 401(k) Contribution provisions of this Section may make an affirmativeelection to either (a) make no 401(k) Contributions to the Plan or (b) make 401(k) Contributions in a specified amount different
from the amount otherwise applicable to him under this automatic contribution arrangement. An Eligible Employee may alsoaffirmatively elect that the 401(k) Contributions to be made on his behalf hereunder be treated as Roth 401(k) Contributions
instead of Pre-Tax 401(k) Contributions. Notwithstanding any other provision of the Plan to the contrary, an Eligible Employee
shall have a reasonable period following his receipt of the notice described in the following Section and before the first date
401(k) Contributions are withheld from his Compensation pursuant to this automatic contribution arrangement in which to makean affirmative election hereunder.
An Eligible Employee's affirmative election must be received by the Administrator within a reasonable period of time before thefirst date 401(k) Contributions are to be withheld from his Compensation pursuant to this automatic contribution arrangement inorder for the election to be effective as of such date.
An Eligible Employee's affirmative election made in accordance with this Section, shall continue in effect until the Eligible
Employee makes a subsequent election or the Eligible Employee’s employment with the Employers and all Related Employers
terminates, at which time any affirmative election is deemed to expire.
Notwithstanding any other provision of the Plan to the contrary, if an Eligible Employee's 401(k) Contributions are suspended
because the Eligible Employee is on an unpaid leave of absence, any affirmative election made by the Eligible Employee prior tosuch suspension shall be re-instated at the end of the mandatory suspension period or upon his return to active employment, asapplicable.
4.6

Notice of Automatic Contribution Arrangement

The Administrator shall provide each Eligible Employee who is or becomes eligible to participate in the Plan's automatic
contribution arrangement a notice explaining the automatic reduction in his Compensation for purposes of making 401(k)Contributions (including the amount of such reduction), the Eligible Employee's right to affirmatively elect either a different
reduction amount or no reduction, and the manner in which the Eligible Employee's 401(k) Contributions and QACA Safe
Harbor Matching Contributions will be invested in the absence of an affirmative investment election by the Eligible Employee.
The notice shall describe the procedures for affirmatively electing not22

to make 401(k) Contributions or to make 401(k) Contributions in a different amount and the period in which such an election
may be made.
The notice shall also include a comprehensive description of the Eligible Employee's other rights and obligations under the Plan,
including, but not limited to, a description of the formula used for determining the amount of the QACA Safe Harbor Matching
Contributions to be made on behalf of the Eligible Employee, the vesting provisions applicable to QACA Safe Harbor Matching
Contributions and any other Employer Contributions under the Plan, and the Eligible Employee's withdrawal rights under thePlan. In lieu of such description, the notice may reference the provisions of the Plan's summary plan description, to the extent
permitted by Treasury Regulations.
The notice shall be written in a manner calculated to be understood by the average Eligible Employee. The Employer shallprovide such notice within one of the following periods, whichever is applicable:(a)for an Employee who is an Eligible Employee 90 days before the beginning of the Plan Year, within the period beginning 90
days and ending 30 days before the beginning of the Plan Year, or(b)

for an Employee who becomes an Eligible Employee after that date, within the period beginning 90 days before the date hebecomes an Eligible Employee and ending on the date such employee becomes an Eligible Employee; or(c)for an Employee who becomes an Eligible Employee after the date specified in paragraph (a) above and for whom it is notpracticable to provide the notice before the date he becomes an Eligible Employee, as soon as practicable on or after thedate he becomes an Eligible Employee, and before the pay date for the payroll period that includes the date he becomes an
Eligible Employee.

An Eligible Employee shall have a reasonable period after receiving the notice described herein to make an election not to haveautomatic 401(k) Contributions made on his behalf or to make 401(k) Contributions in a different amount.
4.7 Automatic Escalation in 401(k) Contributions
At the end of each "default period", the amount of the automatic Pre-Tax 401(k) Contributions made on behalf of an Eligible
Employee shall be adjusted as follows:(a)

For the second "default period", the percentage of Compensation contributed on an Eligible Employee's behalf shall beequal to 4%.

(b)

For the third "default period", the percentage of Compensation contributed on an Eligible Employee's behalf shall be equal
to 5%.

23

(c)For the fourth "default period", the percentage of Compensation contributed on an Eligible Employee's behalf shall be equal
to 6%.

(d)

For the fifth "default period", the percentage of Compensation contributed on an Eligible Employee's behalf shall be equal
to 7%.

(e)

For the sixth "default period", the percentage of Compensation contributed on an Eligible Employee's behalf shall be equal
to 8%.

(f)

For the seventh "default period", the percentage of Compensation contributed on an Eligible Employee's behalf shall beequal to 9%.

(g)

For the eighth "default period" and all subsequent payroll periods, the percentage of Compensation contributed on an
Eligible Employee's behalf shall be equal to 10%.

The percentage of Compensation contributed on behalf of an Eligible Employee shall continue at the rate in effect for the final"default period" and shall not be adjusted thereafter, except as otherwise specifically provided in this Section. Compensation used
for the purposes of determining an Eligible Employee's 401(k) Contributions for any "default period" must be safe harbor
compensation, as defined in Treasury Regulations Section 1.401(k)-3(b)(2).
An Eligible Employee's initial "default period" begins on the date the first automatic Pre-Tax 401(k) Contributions is withheld
from the Eligible Employee’s Compensation pursuant to the provisions of the automatic contribution arrangement (the“contribution date”) and ends on the day immediately preceding the first anniversary of the Eligible Employee's contribution
date. Subsequent "default periods" are based on 12-consecutive-month periods beginning on each anniversary of suchcontribution date.
If no automatic 401(k) Contributions are made on an Eligible Employee's behalf for a full Plan Year, his initial "default period"
will be re-determined for purposes of determining the default contribution percentage applicable to him, provided no automatic
contributions are made for such period because:the Eligible Employee ceases employment as a Covered Employee. If the Eligible Employee is reemployed as a Covered
Employee after being absent for a full Plan Year, and automatic 401(k) Contributions commence to him, his contribution
date shall be the date following such reemployment on which the first such contribution is withheld from his
Compensation.

24

4.8

Contributions Limited to Effectively Available Compensation

Notwithstanding any other provision of the Plan or of an Eligible Employee's salary reduction authorization, in no event will
401(k) Contributions, including Catch-Up 401(k) Contributions, be made for a payroll period in excess of an Eligible Employee's"effectively available" Compensation or bonuses. Effectively available Compensation means the Compensation remaining after
all other required amounts have been withheld, e.g., tax withholding, withholding for contributions to a cafeteria plan under Code
Section 125, etc. Effectively available bonuses are the bonus amount remaining after all other required amounts have been
withheld.
4.9 Amendments to Reduction Authorization
An Eligible Employee may elect, in the manner prescribed by the Administrator, to change the amount of his future
Compensation that his Employer contributes on his behalf as 401(k) Contributions and/or to change his designation of all or apart of his 401(k) Contributions as Pre-Tax or Roth 401(k) Contributions. An Eligible Employee may amend his reduction
authorization at such time or times during the Plan Year as the Administrator may prescribe by giving such number of days
advance notice of his election as the Administrator may require. An Eligible Employee who amends his reduction authorization
shall be limited to selecting an amount of his Compensation that is otherwise permitted under this Article IV. 401(k)Contributions shall be made on behalf of such Eligible Employee by his Employer pursuant to his properly amended reduction
authorization commencing with Compensation paid to the Eligible Employee on or after the date such amendment is effective,
until otherwise altered or terminated in accordance with the Plan.
4.10

Suspension of 401(k) Contributions

An Eligible Employee on whose behalf 401(k) Contributions are being made may elect, in the manner prescribed by the
Administrator, to have such contributions suspended at any time by giving such number of days advance notice of his election as
the Administrator may require. Any such voluntary suspension shall take effect commencing with Compensation paid to such
Eligible Employee on or after the expiration of the required notice period and shall remain in effect until 401(k) Contributions are
resumed as hereinafter set forth.
4.11

Resumption of 401(k) Contributions

An Eligible Employee who has voluntarily suspended his 401(k) Contributions may elect, in the manner prescribed by the
Administrator, to have such contributions resumed. An Eligible Employee may make such election at such time or times during
the Plan Year as

25the Administrator may prescribe, by giving such number of days advance notice of his election as the Administrator may require.
4.12

Delivery of 401(k) Contributions

As soon after the date an amount would otherwise be paid to an Eligible Employee as it can reasonably be separated from
Employer assets, each Employer shall cause to be delivered to the Trustee in cash all 401(k) Contributions attributable to suchamounts. In no event shall an Employer deliver 401(k) Contributions to the Trustee on behalf of an Eligible Employee prior to
the date the Eligible Employee performs the services with respect to which the 401(k) Contribution is being made, unless suchpre-funding is to accommodate a bona fide administrative concern and is not for the principal purpose of accelerating deductions.
4.13 Vesting of 401(k) Contributions
A Participant's vested interest in his 401(k) Contributions Sub-Account, including his separate Roth 401(k) Contributions SubAccount, shall be at all times 100%.

26

ARTICLE V
AFTER-TAX AND ROLLOVER CONTRIBUTIONS
5.1

No After-Tax Contributions

There shall be no After-Tax Contributions made to the Plan and no After-Tax Contributions may be transferred to the Plan.
5.2

Rollover Contributions

Subject to any restrictions contained in this Article, a Covered Employee who is eligible to receive or receives an "eligible
rollover distribution," within the meaning of Code Section 402(c)(4), or a distribution from an individual retirement account or
annuity that is eligible for rollover to the Plan in accordance with the provisions of Code Section 408(d)(3) may elect to make a
Rollover Contribution to the Plan. The Administrator shall require a Covered Employee to provide it with such information as it
deems necessary or desirable to show that he is entitled to roll over such distribution to a qualified retirement plan. Certificationby the Covered Employee making a Rollover Contribution shall be conclusive as to the eligibility for roll over into the Plan of theamount presented as a Rollover Contribution on the Covered Employee's behalf. A Covered Employee shall make a Rollover
Contribution to the Plan by delivering or causing to be delivered to the Trustee the cash that constitutes the Rollover Contribution
amount. The Administrator may use the procedures of Revenue Ruling 2014-9 to determine whether a potential Rollover
Contribution is valid for this Plan and if it is later determined that the amount rolled over is invalid, to distribute the amountrolled over plus any attributable earnings to the Employee within a reasonable time after such determination.
A Covered Employee who makes a Rollover Contribution to the Plan before becoming an Eligible Employee in accordance withthe provisions of Article III shall be treated as a Participant for purposes of his Rollover Contributions.
5.3

Direct Rollovers to Plan

The Plan will accept "eligible rollover distributions" that are rolled over directly to the Plan ("direct rollovers") from thefollowing:a qualified plan described in Code Section 401(a) or 403(a), including amounts attributable to after-tax employee
contributions and designated Roth contributions, as described in Code Section 402A.

27

an annuity contract described in Code Section 403(b), including amounts attributable to after-tax employee contributions
and designated Roth contributions, as described in Code Section 402A.
an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state, including amounts attributable to designated Rothcontributions, as described in Code Section 402A.
an individual retirement account or annuity described in Code Section 408(a) or 408(b), excluding amounts attributable todesignated Roth contributions, as described in Code Section 402A, and after-tax employee contributions.
5.4

Participant Rollovers to Plan

The Plan will accept "eligible rollover distributions" that are first distributed to a Covered Employee ("participant rollovers")
from the following:a qualified plan described in Code Section 401(a) or 403(a), excluding amounts attributable to designated Rothcontributions, as described in Code Section 402A, or after-tax employee contributions.
an annuity contract described in Code Section 403(b), excluding amounts attributable to designated Roth contributions, as
described in Code Section 402A, or after-tax employee contributions.
an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state, excluding amounts attributable to designated Rothcontributions, as described in Code Section 402A.
an individual retirement account or annuity described in Code Section 408(a) or 408(b), excluding amounts attributable todesignated Roth contributions, as described in Code Section 402A, and after-tax employee contributions.
A Covered Employee who received a distribution that he is rolling over to the Plan, must deliver the cash constituting his
Rollover Contribution to the Trustee within 60 days of receipt, unless otherwise permitted by applicable guidance, of the eligible
rollover distribution. Such delivery must be made in the manner prescribed by the Administrator.
5.5

Restrictions on Rollover Contributions

Rollover Contributions to the Plan are subject to the following:

28

the Plan shall not accept a Rollover Contribution of any promissory note attributable to a plan loan.
a participant rollover may not include designated Roth contributions, as described in Code Section 402A, or after-tax
employee contributions.
5.6 Treatment of After-Tax Contributions that are Rolled Over to the Plan
If a Covered Employee elects to roll over amounts attributable to after-tax employee contributions, the Trustee shall account forsuch amounts separately from other Rollover Contributions and shall maintain accounts reflecting that portion of the Covered
Employee's after-tax Rollover Contribution that is includible in gross income and that portion that is not includible in grossincome. For purposes of withdrawals under Article XIII, a Participant’s after-tax Rollover Contributions Sub-Account shall be
subject to the provisions of the Plan applicable to Rollover Contributions rather than the provisions applicable to After-Tax
Contributions, if any.
5.7 Treatment of Designated Roth Contributions that are Rolled Over to the Plan
If a Covered Employee elects to roll over amounts attributable to designated Roth contributions, as described in Code Section
402A, the Trustee shall account for such amounts separately from other Rollover Contributions. If the Plan accepts a direct
rollover attributable to designated Roth contributions, the Trustee and the Administrator shall be entitled to rely on a statementfrom the distributing plan's administrator identifying (i) the Covered Employee's basis in the rolled over amounts and (ii) the dateon which the Covered Employee's 5-taxable-year period of participation (as required under Code Section 402A(d)(2) for aqualified distribution of designated Roth contributions) started under the distributing plan. If the 5-taxable-year period ofparticipation under the distributing plan would end sooner than the Covered Employee's 5-taxable-year period of participation
under the Plan, the 5-taxable-year period of participation applicable under the distributing plan shall continue to apply withrespect to the Rollover Contribution.
A Participant’s Roth Rollover Contributions Sub-Account shall be subject to the provisions of the Plan applicable to Roth 401(k)Contributions rather than the provisions applicable to Rollover Contributions.
5.8 Vesting of Rollover Contributions
A Participant's vested interest in his Rollover Contributions Sub-Account, including his after-tax Rollover Contributions SubAccount and his Roth Rollover Contributions Sub-Account, shall be at all times 100%.

29

ARTICLE VI
EMPLOYER CONTRIBUTIONS
6.1

Contribution Period

The Contribution Periods for Employer Contributions shall be as follows:(a) The Contribution Period for Qualified Nonelective Contributions under the Plan is each Plan Year.
(b) The Contribution Period for QACA Safe Harbor Matching Contributions is each payroll period.
A Participant is treated as benefiting under the Plan for any Plan Year during which the Participant received or is deemed toreceive an allocation in accordance with Regulations Section 1.410(b)-3(a).
6.2

Qualified Nonelective Contributions

Each Employer may, in its discretion, make a Qualified Nonelective Contribution to the Plan for the Contribution Period in an
amount determined by the Employer.
6.3 Allocation of Qualified Nonelective Contributions
Any Qualified Nonelective Contribution made by an Employer for a Contribution Period shall be allocated among those Eligible
Employees during the Contribution Period who (i) have met the allocation requirements for Qualified Nonelective Contributions
described in this Article, (ii) are not Highly Compensated Employees for the Contribution Period, and (iii) are designated by the
Administrator. The allocable share of each such Eligible Employee shall be a percentage, which need not be uniform with respect
to each such Eligible Employee, of his "test compensation" (as defined in Section 7.1) for the Contribution Period. In no event
shall the allocable share of an Eligible Employee in the Qualified Nonelective Contribution exceed the "QNEC limit" described
below.
For purposes of this Article, the "QNEC limit" means the product of the Eligible Employee's "test compensation" for the Plan
Year multiplied by the greater of 5% or 2 times the Plan's "representative contribution rate".
The Plan's "representative contribution rate" is the lowest "applicable contribution rate" of any Eligible Employee who is not aHighly Compensated Employee for the Plan Year in either (i) the group consisting of half of all Eligible Employees who are notHighly Compensated Employees for the Plan Year or (ii) the group of all Eligible Employees who are not Highly CompensatedEmployees for the Plan Year and who are employed by the Employer or a Related Employer on the last day of the Plan Year,
whichever results in the greater amount.

30

6.4 Amount and Allocation of QACA Safe Harbor Matching Contributions
Each Employer shall make a QACA Safe Harbor Matching Contribution on behalf of each of its Eligible Employees during theContribution Period who has made 401(k) Contributions for such Contribution Period. The amount of the QACA Safe Harbor
Matching Contribution shall be equal to:(a)

100% of the first 1% of the Eligible Employee's Compensation that he contributes to the Plan as 401(k) Contributions plus(b)

50% of the next 6% of the Eligible Employee's Compensation that he contributes to the Plan as 401(k) Contributions.

Notwithstanding any other provision of the Plan to the contrary, Compensation earned by an Eligible Employee during theContribution Period, but prior to the date on which the Employee first became an Eligible Employee shall be excluded indetermining the amount of the QACA Safe Harbor Matching Contribution made on behalf of such Eligible Employee.
6.5 Verification of Amount of Employer Contributions by the Administrator
The Administrator shall verify the amount of Employer Contributions to be made by each Employer in accordance with theprovisions of the Plan. Notwithstanding any other provision of the Plan to the contrary, the Administrator shall determine theportion of the Employer Contribution to be made by each Employer with respect to a Covered Employee who transfers from
employment with one Employer as a Covered Employee to employment with another Employer as a Covered Employee.
6.6

Payment of Employer Contributions

Employer Contributions made for a Contribution Period shall be paid in cash to the Trustee within the period of time required
under the Code in order for the contribution to be deductible by the Employer in determining its Federal income taxes for thePlan Year. In no event, however, shall the QACA Safe Harbor Matching Contribution with respect to 401(k) Contributions madeduring a Plan Year quarter be contributed later than the last day of the immediately following Plan Year quarter.
In no event shall an Employer deliver Matching Contributions to the Trustee on behalf of an Eligible Employee prior to the datethe Eligible Employee performs the services with respect to which the Matching Contribution is being made unless such prefunding is to accommodate a bona fide administrative concern and is not for the principal purpose of accelerating deductions.

31

6.7 Allocation Requirements for Employer Contributions
An Eligible Employee shall be eligible to receive an allocation of Employer Contributions under this Article only if he satisfies
any requirements specified in the applicable contribution Section and also meets the requirements of this Section.
(a) A person who was an Eligible Employee at any time during a Contribution Period shall be eligible to receive an allocationof Qualified Nonelective Contributions for such Contribution Period.
(b) A person who was an Eligible Employee at any time during a Contribution Period shall be eligible to receive an allocationof QACA Safe Harbor Matching Contributions for such Contribution Period.
6.8 Vesting of Employer Contributions
A Participant's vested interest in his Qualified Nonelective Contributions and Prior Nonelective Contributions Sub-Accounts
shall be at all times 100%.
A Participant's vested interest in his QACA Safe Harbor Matching Contributions Sub-Account shall be 0% until the Participant
has completed 2 years of Vesting Service at which time his vested interest in his QACA Safe Harbor Matching Contributions
Sub-Account shall be 100%.
A Participant's vested interest in his Prior Matching Contributions Sub-Account shall be determined in accordance with thefollowing schedule, as applicable:(a)

If the Participant either (i) completed at least one Hour of Service prior to January 1, 2000 or (ii) first completed an Hour ofService with Nordstrom Direct, Inc. after December 31, 2002, his vested interest in his Prior Matching Contributions SubAccount shall be 100%.

(b)

If the Participant is not described in (a) above, his vested interest in his Prior Matching Contributions Sub-Account shall be
determined under the following schedule:

32

Years of Service

Vested Interest

Less than 1 year0%

1 year33%

2 years67%

3 or more years

100%

6.9

100% Vesting Events

Notwithstanding any other provision of the Plan to the contrary, if a Participant is employed by an Employer or a Related
Employer on his Normal Retirement Date, the date he becomes Disabled, or the date he dies, his vested interest in his full
Employer Contributions Sub-Account shall be 100%, without regard to the number of his years of Vesting Service.
For purposes of determining whether a Participant is 100% vested under this Section, a Participant who is absent from
employment as an Employee because of military service and who dies while performing qualified military service (as describedin the Uniformed Services Employment and Reemployment Rights Act of 1994) shall be treated as having returned to
employment with an Employer or a Related Employer immediately prior to his death and as having died while employed by an
Employer or a Related Employer.
6.10

Changes to Vesting Schedule

If there is a direct or indirect amendment to one or more of the vesting schedules applicable to a Participant's Employer
Contributions Sub-Account that affects the computation of a Participant's vested interest in his Employer Contributions SubAccount, the following special rules shall apply:(a)

In no event shall a Participant's vested interest in his Employer Contributions Sub-Account accrued as of the later of (i) the
effective date of such amendment or (ii) the date such amendment is adopted, be less than his vested interest in his
Employer Contributions Sub-Account immediately prior to such date.

(b)

In no event shall a Participant's vested interest in his Employer Contributions Sub-Account accrued as of the later of (i) the
effective date of such amendment or (ii) the date such amendment is adopted, be determined on and after the effective
date of such amendment under a vesting schedule that is more restrictive than the vesting schedule applicable to such
Employer Contributions Sub-Account immediately prior to the effective date of such amendment.

(c) Any Participant with 3 or more years of Vesting Service shall have a right to have his vested interest in his Employer
Contributions Sub-Account (including amounts accrued following the effective date of such amendment) continue to be
determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions,
unless the vested interest of the Participant in his Employer Contributions Sub-Account under the Plan as amended is not
at any time less than such vested interest determined without regard to the amendment. A Participant shall exercise hisright under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the33latest of (i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment,or (iii) the date the amendment is adopted.
6.11

Forfeitures to Reduce Employer Contributions

Notwithstanding any other provision of the Plan to the contrary, the amount of the Employer Contribution required under this
Article for a Plan Year shall be reduced by the amount of any forfeitures occurring during the Plan Year or any prior Plan Yearthat are applied against Employer Contributions as provided in Article VII or XIV, as applicable.

34

ARTICLE VII
LIMITATIONS ON CONTRIBUTIONS
7.1

Special Definitions

For purposes of this Article, the following terms have the following meanings:
The "annual addition" with respect to a Participant for a "limitation year" means the sum of the following amounts credited to
the Participant’s account(s) for the "limitation year":(a)all employer contributions credited to the Participant's account for the "limitation year" under any qualified defined
contribution plan maintained by an Employer or a Related Employer, including "elective contributions" (other than"elective contributions" to an eligible deferred compensation plan under Code Section 457) and amounts attributable toforfeitures applied to reduce the employer's contribution obligation, but excluding "catch-up contributions".

(b)

all "employee contributions" credited to the Participant's account for the "limitation year" under any qualified defined
contribution plan maintained by an Employer or a Related Employer or any qualified defined benefit plan maintained by
an Employer or a Related Employer if either separate accounts are maintained under the defined benefit plan with respect
to such employee contributions or such contributions are mandatory employee contributions within the meaning of Code
Section 411(c)(2)(C) (without regard to whether the plan is subject to the provisions of Code Section 411).

(c)

all forfeitures credited to the Participant's account for the "limitation year" under any qualified defined contribution planmaintained by the Employer or a Related Employer.

(d)all amounts credited for the "limitation year" to an individual medical benefit account, as described in Code Section 415(l)(2), established for the Participant as part of a pension or annuity plan maintained by the Employer or a Related Employer.

(e)

if the Participant is a key employee, as defined in Code Section 419A(d)(3), all amounts derived from contributions paid or
accrued after December 31, 1985, in taxable years ending after that date, that are attributable to post-retirement medical
benefits credited for the "limitation year" to the Participant's separate account under a welfare benefit fund, as defined in
Code Section 419(e), maintained by the Employer or a Related Employer.

35

(f)

all amounts credited to the Participant for the "limitation year" under a simplified employee pension.

Notwithstanding the foregoing, any restorative payment made to a plan by an Employer or a Related Employer to make up for
losses to the plan resulting from the action or non-action of a fiduciary for which there is a reasonable risk of liability for a breachof fiduciary duty under ERISA or other applicable federal or state law shall not be treated as an annual addition provided thatsimilarly situated participants are treated similarly with respect to the restorative payment. All qualified plans maintained by the
Employer must use the same "limitation year".
Except as otherwise specifically provided below, an amount will be treated as credited to a Participant's account for a "limitationyear" if such amount is both (1) allocated to the Participant's account as of a date within such "limitation year" (provided that if
allocation of an amount is contingent upon the satisfaction of a future condition, such amount shall not be treated as allocated for
purposes of determining "annual additions" for a "limitation year" until the date all such conditions are satisfied) and (2) actuallycontributed to the account within the applicable period described herein. If contributions are made after the end of the applicable
period, they shall be treated as credited to the Participant's account for the "limitation year" in which they are made. The
applicable period for making "employee contributions" is within 30 days of the close of the "limitation year." The applicable
period for making employer contributions is: (i) for contributions by a taxable entity, within 30 days of the close of the period
described in Code Section 404(a)(6), as applicable to the entity's taxable year with or within which the "limitation year" ends; or(ii) for contributions by a non-taxable entity (including a governmental employer) within 15 days of the last day of the 10th
calendar month following the end of the calendar year or fiscal year (as applicable, based on how the entity maintains its books)
with or within which the "limitation year" ends.
Forfeitures re-allocated to a Participant's account are treated as credited to the Participant's account for the "limitation year" inwhich they are allocated to such account. Corrective contributions and contributions required by reason of qualified military
service (as defined in Code Section 414(u)) are treated as "annual additions" for the "limitation year" to which they relate, rather
than the "limitation year" in which they are made.
A "catch-up contribution" means any elective deferral, as defined in Code Section 414(v)(2)(C), that is treated as a catch-up
contribution in accordance with the provisions of Code Section 414(v).
The "contribution percentage" with respect to an "eligible participant" for a particular Plan Year means the ratio of the sum of
the included contributions, described below, to the "eligible participant's" "test compensation" for such Plan Year. Contributions
made

36

on behalf of an "eligible participant" for the Plan Year that are used in computing the "eligible participant's" "contribution
percentage" include the following:
Matching Contributions, except as specifically provided below.
as directed by the Administrator, Qualified Nonelective Contributions.
Notwithstanding the foregoing, the following Matching Contributions are not included in computing an "eligible participant's""contribution percentage" for a Plan Year:
Matching Contributions that are forfeited because they relate to 401(k) Contributions that are distributed as "excess
contributions", "excess deferrals", or because they exceed the Code Section 402(g) limit.
contributions to the Plan made pursuant to Code Section 414(u) that are treated as Matching Contributions.
Notwithstanding the foregoing, the following special rules apply for any Plan Year in which the ADP test is deemed satisfied, as
provided in this Article:(a)401(k) Contributions with respect to which the ADP test is deemed satisfied shall not be used in computing an "eligible
participant's" "contribution percentage" for such Plan Year.

(b)

If the ACP test applicable to Matching Contributions under Code Section 401(m) is also deemed satisfied for the Plan Yearwith respect to all or some Matching Contributions, as provided in this Article, the Administrator may elect to exclude
those Matching Contributions made on an "eligible participant's" behalf for the Plan Year with respect to which the ACP
test is deemed satisfied in computing the "eligible participant's" "contribution percentage" for such Plan Year.

(c)

If the ADP test is deemed satisfied using QACA Safe Harbor Matching Contributions, but the ACP test is not deemedsatisfied with respect to some or all Matching Contributions for the Plan Year, the Administrator may elect to exclude
Matching Contributions made on an "eligible participant's" behalf for the Plan Year in an amount up to 3.5%of the"eligible participant's" "test compensation" for the Plan Year in computing the "eligible participant's" "contribution
percentage" for such Plan Year.

To be included in computing an "eligible participant's" "contribution percentage" for a Plan Year, contributions must be allocatedto the "eligible participant's" Account as of a date within such Plan Year and must be made to the Plan before the end of the 12month period immediately following the Plan Year to which the contributions relate. For Plan Years in which the prior year
testing method is used in applying the nondiscrimination37

requirements applicable to Matching Contributions, contributions used in computing the "contribution percentage" for the"testing year" of a non-Highly Compensated Employee must be made before the last day of the Plan Year for which the test is
being applied.
If an Employer elects to change from the current year testing method to the prior year testing method, the following shall not be
included in computing a non-Highly Compensated Employee's "contribution percentage" for the Plan Year immediately
preceding the Plan Year in which the prior year testing method is first effective:
401(k) Contributions that were included in computing the "eligible participant's" "contribution percentage" under the current
year method for such immediately preceding Plan Year.
Qualified Nonelective Contributions that were included in computing the "eligible participant's" "contribution percentage"under the current year method for such immediately preceding Plan Year.
The determination of an "eligible participant's" "contribution percentage" shall be made after any reduction required to satisfy the
Code Section 415 limitations is made as provided in this Article VII and shall satisfy such other requirements as may beprescribed by the Secretary of the Treasury.
An "elective contribution" means any employer contribution made to a plan maintained by an Employer or a Related Employer
on behalf of a Participant in lieu of cash compensation pursuant to his election (whether such election is an active election or apassive election) to defer under any qualified CODA as described in Code Section 401(k), any simplified employee pension cash
or deferred arrangement as described in Code Section 402(h)(1)(B), or any plan as described in Code Section 501(c)(18), and any
contribution made on behalf of the Participant by an Employer or a Related Employer for the purchase of an annuity contract
under Code Section 403(b) pursuant to a salary reduction agreement. For purposes of applying the limitations described in this
Article VII, the term "elective contribution" includes designated Roth contributions and excludes "catch-up contributions".
An "elective 401(k) contribution" means any employer contribution made to a plan maintained by an Employer or a Related
Employer on behalf of a Participant in lieu of cash compensation pursuant to his election (whether such election is an active
election or a passive election) to defer under any qualified CODA as described in Code Section 401(k) including a designatedRoth contribution. For purposes of applying the limitations described in this Article VII, the term "elective 401(k) contribution"
excludes "catch-up contributions".

38

An "eligible participant" means any Eligible Employee who is eligible to have 401(k) Contributions made on his behalf (if
401(k) Contributions are taken into account in determining "contribution percentages"), or to participate in the allocation of
Matching Contributions.
Notwithstanding the foregoing, Eligible Employees who are covered by a collective bargaining agreement between their
Employer and employee representatives shall not be included as "eligible participants" if retirement benefits were the subject ofgood faith bargaining.
An "employee contribution" means any employee after-tax contribution allocated to an Eligible Employee's account under any
qualified plan of an Employer or a Related Employer.
An "excess aggregate contribution" means any contribution made to the Plan on behalf of a Highly Compensated Employeethat exceeds the limitations described in Section 7.4.
An "excess deferral" with respect to a Participant means that portion of a Participant's 401(k) Contributions, excluding Catch-Up
401(k) Contributions, for his taxable year that, when added to amounts deferred for such taxable year under other plans or
arrangements described in Code Section 401(k), 408(k), or 403(b) (other than any such plan or arrangement that is maintained by
an Employer or a Related Employer and excluding any "catch-up contributions"), would exceed the dollar limit imposed under
Code Section 402(g) as in effect on January 1 of the calendar year in which such taxable year begins and is includible in theParticipant's gross income under Code Section 402(g).
The "415 compensation" of a Participant for any "limitation year" means his wages, salaries, fees for professional service, andall other amounts received for personal services actually rendered in the course of employment with an Employer or a Related
Employer paid to him for such "limitation year", but excluding (i) contributions (other than elective contributions described in
Code Section 402(e)(3), 408(k)(6), 408(p)(2)(A)(i), or 457(b)) made on behalf of the Participant by an Employer or a Related
Employer to a plan of deferred compensation (including a simplified employee pension described in Code Section 408(k) or asimple retirement account described in Code Section 408(p)), whether or not qualified, to the extent that, before application of thelimitations of Code Section 415 to such plan, the contributions are not includible in the gross income of the Participant for the
taxable year in which contributed, (ii) any distributions from a plan of deferred compensation, whether or not qualified, (except
amounts received pursuant to an unfunded non-qualified plan in the year such amounts are includible in the gross income of theParticipant), (iii) amounts realized from the exercise of a non-qualified option or when restricted stock or other property held by
the Participant either becomes freely transferable or is no longer subject to substantial risk of forfeiture, (iv) amounts received
from the sale, exchange or other disposition of stock39

acquired under a qualified stock option, (v) any other amounts that receive special tax benefits, such as premiums for group termlife insurance (but only to the extent that the premiums are not includible in the gross income of the Participant and are not salary
reduction amounts that are described in Code Section 125), and (vi) other items that are similar to the items listed in (i) through(v) above.
"415 compensation" includes any eligible amount that would have been received and included in the Participant's taxable grossincome but for his election (or deemed election) under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or
457(b).
Notwithstanding any other provision of the Plan to the contrary, if a Participant is absent from employment as a Covered
Employee to perform service in the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code), his "415compensation" will include any "military differential pay", as defined hereunder, he receives or is entitled to receive from his
Employer. For purposes of this paragraph, "military differential pay" means any payment made to the Participant by the
Employer after December 31, 2008, with respect to a period during which the Participant is performing service in the uniformed
services (as defined in Chapter 43 of Title 38 of the United States Code) while on active duty for a period of more than 30 days
that represents all or a portion of the wages the Participant would have received if he had continued employment with the
Employer as an Employee.
If a Participant has a severance from employment (as defined in Treasury Regulations Section 1.415(a)-1(f)(5)) with the
Employer and all Related Employers, "415 compensation" does not include amounts received by the Participant following suchseverance from employment except amounts paid before the later of (a) the close of the "limitation year" in which theParticipant's severance from employment occurs or (b) within 2 ½ months of such severance if such amounts:
would otherwise have been paid to the Participant in the course of his employment, are regular compensation for services
during the Participant's regular working hours, compensation for services outside the Participant's regular working hours(such as overtime or shift differential pay), commissions, bonuses, or other similar compensation, and would have been
included in the Participant's "415 compensation" if he had continued in employment.
For purposes of this subsection, a Participant will not be considered to have incurred a severance from employment if his new
employer continues to maintain the plan with respect to such Participant.
To be included in a Participant's "415 compensation" for a particular "limitation year", an amount must have been received by theParticipant (or would have been received, but for40

the Participant's election (or deemed election) under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b))
within such "limitation year".
Notwithstanding the foregoing, amounts earned during a particular "limitation year", that are not paid until the subsequent"limitation year" because of the timing of pay periods and pay dates, are included in "415 compensation" for the "limitation year"
in which they were earned if (1) the amounts are paid within the first few weeks of the next "limitation year", (2) are included ona uniform and consistent basis with respect to similarly-situated employees, and (3) are not also included as "415 compensation"in the subsequent "limitation year".
In no event, however, shall the "415 compensation" of a Participant taken into account under the Plan for any "limitation year"
exceed the limit in effect under Code Section 401(a)(17) ($255,000 for "limitation years" beginning in 2013, subject toadjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase in effecton January 1 of any calendar year, if any, is effective for "limitation years" beginning in such calendar year). If the "415compensation" of a Participant is determined over a period of time that contains fewer than 12 calendar months, then the annualcompensation limitation described above shall be adjusted with respect to that Participant by multiplying the annualcompensation limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in the
period and the denominator of which is 12; provided, however, that no proration is required for a Participant who is covered
under the Plan for fewer than 12 months.
A "limitation year" means the Plan Year.
A "matching contribution" means any employer contribution allocated to an Eligible Employee's account under any plan of an
Employer or a Related Employer solely on account of "elective contributions" made on his behalf or "employee contributions"
made by him.
A "qualified matching contribution" means any employer contribution allocated to an Eligible Employee's account under any
plan of an Employer or a Related Employer solely on account of "elective contributions" made on his behalf or "employee
contributions" made by him that is a qualified matching contribution as defined in regulations issued under Code Section 401(k),is nonforfeitable when made, and is distributable only as permitted in regulations issued under Code Section 401(k).
A "qualified nonelective contribution" means any employer contribution allocated to an Eligible Employee's account under any
plan of an Employer or a Related Employer that the Participant could not elect instead to receive in cash until distributed from thePlan, that is a qualified nonelective contribution as defined in Code Sections 401(k) and 401(m) and regulations issued
thereunder, is nonforfeitable when made, and is41

distributable (other than for hardships) only as permitted in regulations issued under Code Section 401(k).
The "test compensation" of an Eligible Employee or "eligible participant" for any Plan Year means any definition ofcompensation designated by the Administrator that satisfies the requirements of Code Section 414(s). The Administrator may
exclude from "test compensation" amounts earned by an individual during a Plan Year, but while the individual was not an
Eligible Employee or "eligible participant" provided such exclusion is applied on a uniform and consistent basis with respect tosimilarly situated employees.
In no event, however, shall the "test compensation" of an Eligible Employee or "eligible participant" taken into account under thePlan for any Plan Year exceed the limit in effect under Code Section 401(a)(17) ($250,000 for Plan Years beginning in 2012,subject to adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar
increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year). If the"test compensation" of an Eligible Employee or "eligible participant" is determined over a period of time that contains fewer than
12 calendar months, then the annual compensation limitation described above shall be adjusted with respect to that Eligible
Employee or "eligible participant" by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the
numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no
proration is required for an Eligible Employee or "eligible participant" who is covered under the Plan for less than one full Plan
Year if either (i) the individual becomes an Eligible Employee or "eligible participant" part way through the Plan Year and "testcompensation" prior to becoming an Eligible Employee or "eligible participant" is excluded or (ii) the formula for allocations isbased on "test compensation" for a period of at least 12 months.
The "testing year" under the current year testing method means the Plan Year for which the limitations on "contribution
percentages" of Highly Compensated Employees are being determined. An Employer that has elected the current year testing
method can change its election and elect the prior year testing method for a subsequent Plan Year only if either (1) the Plan has
used the current year testing method for each of the preceding 5 Plan Years (or, if fewer, the number of Plan Years the Plan has
been in existence) or (2) as a result of a merger or acquisition described in Code Section 410(b)(6)(C)(i), the Employer maintains
both a plan using the prior year testing method and a plan using the current year testing method and the change is made within thetransition period described in Code Section 410(b)(6)(C)(ii).
7.2

Code Section 402(g) Limit

In no event shall the amount of the 401(k) Contributions, excluding Catch-Up 401(k) Contributions, made on behalf of an
Eligible Employee for his taxable year, when42

aggregated with any "elective contributions" made on behalf of the Eligible Employee under any other plan of an Employer or a
Related Employer for his taxable year, exceed the dollar limit imposed under Code Section 402(g), as in effect on January 1 ofthe calendar year in which such taxable year begins. In the event that the Administrator determines that the reduction percentage
elected by an Eligible Employee will result in his exceeding the Code Section 402(g) limit, the Administrator may adjust the
reduction authorization of such Eligible Employee by reducing the percentage of his 401(k) Contributions to such smaller
percentage that will result in the Code Section 402(g) limit not being exceeded. If the Administrator determines that the 401(k)Contributions made on behalf of an Eligible Employee would exceed the Code Section 402(g) limit for his taxable year, the401(k) Contributions for such Participant shall be automatically suspended for the remainder, if any, of such taxable year.
If an Employer notifies the Administrator that the Code Section 402(g) limit has nevertheless been exceeded by an Eligible
Employee for his taxable year, the 401(k) Contributions that, when aggregated with "elective contributions" made on behalf ofthe Eligible Employee under any other plan of an Employer or a Related Employer, would exceed the Code Section 402(g) limit,
plus any income and minus any losses attributable thereto, shall be either re-characterized as Catch-Up 401(k) Contributions or
distributed to the Eligible Employee no later than the April 15 immediately following such taxable year. If an Eligible Employee
has made both Pre-Tax and Roth 401(k) Contributions for the year, the excess shall be deemed to consist first of Pre-Tax 401(k)Contributions made on behalf of the Eligible Employee; provided, however, that if the Eligible Employee is eligible to makeCatch-Up Contributions for the year, the excess to be re-characterized as Catch-Up Contributions shall be deemed to consist firstof excess Roth 401(k) Contributions.
If excess 401(k) Contributions are distributed to a Participant in accordance with this Section, Matching Contributions that are
attributable solely to the distributed 401(k) Contributions, plus any income and minus any losses attributable thereto, shall be
forfeited by the Participant no earlier than the date on which distribution of 401(k) Contributions pursuant to this Section occurs
and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made.
7.3

Distribution of "Excess Deferrals"

Notwithstanding any other provision of the Plan to the contrary, if a Participant notifies the Administrator in writing (or in any
other form acceptable to the Administrator) no later than the March 1 following the close of the Participant's taxable year that"excess deferrals" have been made on his behalf under the Plan for such taxable year, the "excess deferrals", plus any income andminus any losses attributable thereto, shall be distributed to the Participant no later than the April 15 immediately following suchtaxable year. If the Participant made both Pre-Tax and Roth 401(k) Contributions for the year, the43Participant's notice must also designate whether the "excess deferrals" are Pre-Tax and/or Roth 401(k) Contributions. If theParticipant makes no designation, the Administrator shall not distribute "excess deferrals" from the Plan.
If 401(k) Contributions are distributed to a Participant in accordance with this Section, Matching Contributions that are
attributable solely to the distributed 401(k) Contributions, plus any income and minus any losses attributable thereto, shall be
forfeited by the Participant no earlier than the date on which distribution of 401(k) Contributions pursuant to this Section occurs
and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made.
7.4

Limitation on Contributions of Highly Compensated Employees – ACP Test

Notwithstanding any other provision of the Plan to the contrary, the Matching Contributions made with respect to a Plan Year on
behalf of "eligible participants" who are Highly Compensated Employees may not result in an average "contribution percentage"for such "eligible participants" that exceeds the greater of:(a)a percentage that is equal to 125% of the average "contribution percentage" for all other "eligible participants" for the"testing year"; or(b)a percentage that is not more than 200% of the average "contribution percentage" for all other "eligible participants" for the"testing year" and that is not more than 2 percentage points higher than the average "contribution percentage" for all other"eligible participants" for the "testing year",

unless the "excess aggregate contributions", determined as provided in the following Section are distributed as provided in
Section 7.5.
If the Plan provides that Employees are eligible to receive Matching Contributions before they have satisfied the minimum age
and service requirements under Code Section 410(a)(1)(A) and applies Code Section 410(b)(4)(B) in determining whether the
portion of the Plan subject to Code Section 401(m) meets the requirements of Code Section 410(b)(1), the Administrator may
apply the limitations described above either:(c)by comparing the average "contribution percentage" of all "eligible participants" who are Highly Compensated Employees
for the Plan Year to the average "contribution percentage" for the "testing year" of all other "eligible participants" whohave satisfied the minimum age and service requirements under Code Section 410(a)(1)(A); or(d)separately with respect to "eligible participants" who have not satisfied the minimum age and service requirements under
Code Section 410(a)(1)(A) and44

"eligible participants" who have satisfied such minimum age and service requirements.
In determining the "contribution percentage" for any "eligible participant" who is a Highly Compensated Employee for the Plan
Year, "matching contributions", "employee contributions", "qualified nonelective contributions", and "elective 401(k)contributions" (to the extent that "qualified nonelective contributions" and "elective 401(k) contributions" are taken into accountin determining "contribution percentages") made to his accounts under any plan of an Employer or a Related Employer that is notmandatorily disaggregated pursuant to Treasury Regulations Section 1.410(b)-7(c), as modified by Section 1.401(m)-1(b)(4)(without regard to the prohibition on aggregating plans with inconsistent testing methods contained in Section 1.401(m)-1(b)(4)((iii)(B) and the prohibition on aggregating plans with different plan years contained in Section 1.410(b)-7(d)(5)), shall be treatedas if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different from the Plan
Year, any such contributions made to the Highly Compensated Employee's accounts under the other plan during the Plan Yearshall be treated as if such contributions were made to the Plan.
If one or more plans of an Employer or a Related Employer are aggregated with the Plan for purposes of satisfying therequirements of Code Section 401(a)(4) or 410(b), the "contribution percentages" under the Plan shall be calculated as if the Planand such one or more other plans were a single plan. Pursuant to Treasury Regulations Section 1.401(m)-1(b)(4)(v), an Employer
may elect to calculate "contribution percentages" aggregating ESOP and non-ESOP plans. In addition, an Employer may elect tocalculate "contribution percentages" aggregating bargained plans maintained for different bargaining units, provided that suchaggregation is done on a reasonable basis and is reasonably consistent from year to year. Plans may be aggregated under thisparagraph only if they have the same plan year and utilize the same testing method to satisfy the requirements of Code Section
401(m).
The Administrator shall maintain records sufficient to show that the limitation contained in this Section was not exceeded withrespect to any Plan Year and the amount of the "elective 401(k) contributions", "qualified nonelective contributions", and/or"qualified matching contributions" taken into account in determining "contribution percentages" for any Plan Year.
7.5

Determination and Allocation of Excess Aggregate Contributions Among Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, if the ACP test is not satisfied in any Plan Year, theAdministrator shall first determine the dollar amount of the excess by reducing the dollar amount of the contributions included indetermining the45

"contribution percentage" of Highly Compensated Employees in order of their "contribution percentages", as follows:(a) The highest "contribution percentage(s)" shall be reduced to the greater of (1) the maximum "contribution percentage" thatsatisfies the ACP test described in the preceding Section or (2) the next highest "contribution percentage".
(b)

If the ACP test described in the preceding Section is still not satisfied after application of the provisions of paragraph (a),the Administrator shall continue reducing "contribution percentages" of Highly Compensated Employees, continuing with
the next highest "contribution percentage", in the manner provided in paragraph (a) until the ACP test described in thepreceding Section is satisfied.

The determination of the amount of the "excess aggregate contributions" shall be made after application of Sections 7.2 and 7.3,
if applicable.
After determining the dollar amount of the "excess aggregate contributions" that have been made to the Plan, the Administrator
shall next allocate such excess among Highly Compensated Employees in order of the dollar amount of their "contribution
percentages" as follows:(c) The contributions included in the "contribution percentages" of the Highly Compensated Employee(s) with the largest dollar
amount of "contribution percentage" shall be reduced by the dollar amount of the excess (with such dollar amount being
allocated equally among all such Highly Compensated Employees), but not below the dollar amount of the "contribution
percentage" of the Highly Compensated Employee(s) with the next highest dollar amount of "contribution percentage" forthe Plan Year.
(d)

If the excess has not been fully allocated after application of the provisions of paragraph (c), the Administrator shallcontinue reducing the contributions included in the "contribution percentages" of Highly Compensated Employees,
continuing with the Highly Compensated Employees with the largest remaining dollar amount of "contribution
percentages" for the Plan Year, in the manner provided in paragraph (c) until the entire excess determined above has been
allocated.

7.6

Forfeiture or Distribution of "Excess Aggregate Contributions""Excess aggregate contributions" allocated to a Highly Compensated Employee pursuant to the preceding Section, plus any
income and minus any losses attributable thereto, shall be distributed to the Highly Compensated Employee within 12 months ofthe close of the Plan Year in which they were made, as hereinafter provided. If such excess amounts are46

distributed more than 2 1/2 months after the last day of the Plan Year for which the excess occurred, an excise tax of 10% will be
imposed under Code Section 4979 on the Employer maintaining the Plan with respect to such amounts.
Excess amounts shall be distributed from a Highly Compensated Employee's Account in the order prescribed by the
Administrator, which order shall be uniform with respect to all Highly Compensated Employees and non-discriminatory.
7.7 Treatment of Forfeited Matching Contributions
Any Matching Contributions that are forfeited during a Plan Year pursuant to the provisions of the preceding Sections of this
Article shall be used first to recredit prior forfeited Accounts in accordance with the provisions of Section 14.5 and shall then be
applied against the Employers' contribution obligations for the current or subsequent Plan Year.
7.8

Determination of Income or Loss

The income or loss attributable to contributions in excess of a limit described above that are distributed pursuant to this Article
shall be determined for the preceding Plan Year under the method otherwise used for allocating income or loss to Participants'
Accounts.
Notwithstanding the foregoing, income and loss for the gap period shall not be distributed with respect to contributions in excess
of any limit described in the preceding Sections of this Article VII.
7.9

Deemed Satisfaction of the ADP Test

Notwithstanding any other provision of this Article to the contrary, the Plan is intended to satisfy the nondiscrimination
requirements applicable to 401(k) Contributions using the safe harbor provisions of Code Section 401(k)(13).
Except as permitted under Treasury Regulations Section 1.401(k)-3, the Plan may not be amended to cease QACA Safe Harbor
Matching Contributions and apply the testing requirements described in Treasury Regulations Section 1.401(k)-2.
The Plan shall not be deemed to have satisfied the limitations on 401(k) Contributions of Highly Compensated Employees for
any Plan Year unless the ratio of Matching Contributions made with respect to the 401(k) Contributions of each Highly
Compensated Employee for the Plan Year is not greater than the ratio of Matching Contributions made with respect to 401(k)Contributions of each non-Highly Compensated Employee who has made 401(k) Contributions for the Plan Year at the same
percentage of Compensation for the Plan Year as such Highly Compensated47

Employee. For purposes of determining such ratio, "matching contributions", "elective 401(k) contributions", and "employee
contributions", if "employee contributions" are matched, made by or on behalf of a Highly Compensated Employee under anotherqualified defined contribution plan for any period during which the Highly Compensated Employee participated simultaneously
under both the Plan and such other plan, shall be aggregated with the Matching Contributions and 401(k) Contributions of such
Highly Compensated Employee.
In accordance with Treasury Regulations Section 1.401(k)-1(e)(7), it is impermissible for the Employer to use ADP testing for aPlan Year in which it is intended for the Plan, as provided through its written terms, to be a Code Section 401(k) safe harbor planand the Employer fails to satisfy the requirements for the safe harbor for the Plan Year.
7.10

Notice Requirements for QACA Safe Harbor Matching Contributions

For each Plan Year in which an Employer makes a QACA Safe Harbor Matching Contribution on behalf of its Eligible
Employees, the Employer shall provide such Eligible Employees a notice describing the Eligible Employee's rights andobligations under the Plan. The notice shall include a description of the formula used for determining QACA Safe Harbor
Matching Contributions. The notice shall also: (i) describe any other Employer Contributions available under the Plan and therequirements that must be satisfied to receive an allocation of such Employer Contributions; (ii) state the type and amount ofCompensation that may be deferred under the Plan as 401(k) Contributions; (iii) indicate how to make a cash or deferred election
under the Plan and the periods in which such elections may be made or changed; and (iv) describe the withdrawal and vesting
provisions applicable to contributions under the Plan. To the extent permitted under Treasury regulations or other guidance, inlieu of including such descriptions in the notice, the descriptions required by this paragraph may be provided by cross-references
to the relevant section(s) of an up-to-date summary plan description or as otherwise permitted under such regulations or otherguidance.
The notice shall be written in a manner calculated to be understood by the average Eligible Employee. The Employer shallprovide such notice within one of the following periods, whichever is applicable:(a)for an Employee who is an Eligible Employee 90 days before the beginning of the Plan Year, within the period beginning 90
days and ending 30 days before the beginning of the Plan Year, or(b)

for an Employee who becomes an Eligible Employee after that date, within the period beginning 90 days before the date hebecomes an Eligible Employee and ending on the date such Employee becomes an Eligible Employee.

48

Notwithstanding any other provision of the Plan to the contrary, an Eligible Employee shall have a reasonable period (not fewer
than 30 days) following receipt of such notice in which to make or amend his election to have his Employer make 401(k)Contributions to the Plan on his behalf.
A Safe Harbor Notice will be provided to all Covered Employees if at any time the Safe Harbor contribution is amended by the
Employer during a Plan Year to prospectively reduce or suspend such contribution. The Notice will provide that the reduction orsuspension must apply no earlier than the later of the date the Plan amendment reducing or suspending such contribution isadopted or 30 days after the supplemental Notice is provided to Covered Employees. Additionally, for mid-year changes made on
and after January 29, 2016, a Notice will be provided to all Covered Employees of any other permissible mid-year change to aPlan’s required Safe Harbor Notice content, at least 30 days and not more than 90 days before the effective date of the change. Achange made to a Safe Harbor Plan or to a Plan’s required Safe Harbor Notice content does not violate the requirements ofRegulations Section 1.401(k)-3 and Section 1.401(m)-3 merely because the change is a mid-year change, provided that (i) if it isa mid-year change to the Plan’s required Safe Harbor Notice content, the notice and election opportunity considerations are met,and (ii) the mid-year change is not described in the list of prohibited mid-year changes outlined in IRS Notice 2016-16.
7.11

Code Section 415 Limitations on Crediting of Contributions and Forfeitures

Notwithstanding any other provision of the Plan to the contrary, the "annual addition" with respect to a Participant for a"limitation year" shall in no event exceed the lesser of (i) the maximum dollar amount permitted under Code Section 415(c)(1)(A), adjusted as provided in Code Section 415(d) (e.g., $51,000 for the "limitation year" beginning in 2013) or (ii) 100% of theParticipant's "415 compensation" for the "limitation year"; provided, however, that the limit in clause (i) shall be pro-rated forany short "limitation year". The limit in clause (ii) shall not apply to any contribution to an individual medical account, as definedin Code Section 415(l), or to a post-retirement medical benefits account maintained for a key employee which is treated as an"annual addition" under Code Section 419A(d)(2). A Participant's 401(k) Contributions may be re-characterized as Catch-Up
401(k) Contributions and excluded from the Participant's "annual additions" for the "limitation year" to satisfy the preceding
limitation.
If the Employer or a Related Employer participates in a multiemployer plan, in determining whether the "annual additions" madeon behalf of a Participant to the Plan, when aggregated with "annual additions" made on the Participant's behalf under themultiemployer plan satisfy the above limitation, only "annual additions" made by the Employer (or a Related Employer) to themultiemployer plan shall be aggregated with the "annual additions" under the Plan and "415 compensation" shall include only
compensation paid to the Participant by the Employer (or a Related Employer).

49

If the "annual addition" to the Account of a Participant in any "limitation year" nevertheless exceeds the amount that may be
applied for his benefit under the limitations described in clauses (i) and (ii) above, correction may be made in accordance with the
Employee Plans Compliance Resolution System, as set forth in Revenue Procedure 2013-12, or any superseding guidance.
7.12 Application of Code Section 415 Limitations Where Participant is Covered Under Other Qualified DefinedContribution Plan
If a Participant is covered by any other qualified defined contribution plan (whether or not terminated) maintained by an
Employer or a Related Employer concurrently with the Plan, and if the "annual addition" to be made under the Plan for the"limitation year" when combined with the "annual addition" to be made under such other qualified defined contribution plan(s)would otherwise exceed the amount that may be applied for the Participant's benefit under the limitation contained in thepreceding Section, the "annual additions" to be made under the Plan and such other plan(s) shall be reduced on a pro rata basis, tothe extent necessary so that the limitation in the preceding Section is satisfied.
If the "annual addition" to the Account of a Participant in any "limitation year" when combined with the "annual addition" madeunder any other qualified defined contribution plan maintained by an Employer or a Related Employer, nevertheless exceeds theamount that may be applied for the Participant's benefit under the limitation contained in the preceding Section, correction may
be made in accordance with the Employee Plans Compliance Resolution System, as set forth in Revenue Procedure 2013-12, or
any superseding guidance.
7.13

Scope of Limitations

The Code Section 415 limitations contained in the preceding Sections shall be applicable only with respect to benefits provided
pursuant to defined contribution plans and defined benefit plans described in Code Section 415(k). For purposes of applying theCode Section 415 limitations contained in the preceding Sections, the term "Related Employer" shall be adjusted as provided in
Code Section 415(h).

50ARTICLE VIII
TRUST FUNDS AND ACCOUNTS
8.1

General Fund

The Trustee shall maintain a General Fund as required to hold and administer any assets of the Trust that are not allocated among
the Investment Funds as provided in the Plan or the Trust Agreement. The General Fund shall be held and administered as aseparate common trust fund. The interest of each Participant or Beneficiary under the Plan in the General Fund shall be an
undivided interest.
8.2

Selection of Investment Funds

Except as otherwise provided in this Article, the Investment Fiduciary shall determine the number and type of Investment Funds
and shall communicate the same and any changes therein in writing to the Administrator and the Trustee. Each Investment Fundshall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in
any Investment Fund shall be an undivided interest.
In addition to the funds selected by the Investment Fiduciary, there shall also be offered a self-directed brokerage Investment
Fund and one or more Investment Funds that are invested primarily in equity securities issued by an Employer or a Related
Employer that are publicly traded and are "qualifying employer securities" as defined in ERISA Section 407(d)(5).
8.3

Self-Directed Brokerage Investment Fund

Each Participant may invest all or any part of his Account through the self-directed brokerage Investment Fund. Under the selfdirected brokerage Investment Fund, the Participant selects the Investment Funds and the underlying investments for such funds.
The Investment Fiduciary may limit investments under the self-directed brokerage Investment Fund to those investments
available through a particular broker.
A Participant who selects any additional Investment Funds shall communicate the same and any changes therein in writing (or in
any other form acceptable to the Administrator and the Trustee) to the Administrator and the Trustee. Each Participant selected
Investment Fund shall be held and administered as a separate trust fund. In no event may the assets of any Participant selected
Investment Fund be invested in any collectible as that term is defined in Code Section 408(m)(2).
Notwithstanding any other provision of this Section, the Administrator may limit availability of the self-directed brokerage
Investment Fund to Participants who have an51

Account balance in excess of a uniform, minimum dollar amount determined by the Administrator.
8.4

Loan Investment FundIf a loan from the Plan to a Participant is approved in accordance with the provisions of Article XII, the Investment Fiduciaryshall direct the establishment and maintenance of a loan Investment Fund in the Participant's name. The assets of the loan
Investment Fund shall be held as a separate trust fund. A Participant's loan Investment Fund shall be invested in the note(s)reflecting the loan(s) made to the Participant in accordance with the provisions of Article XII. Notwithstanding any otherprovision of the Plan to the contrary, income received with respect to a Participant's loan Investment Fund shall be allocated andthe loan Investment Fund shall be administered as provided in Article XII.
8.5

Income on Trust

Any dividends, interest, distributions, or other income received by the Trustee with respect to any Trust Fund maintained
hereunder shall be allocated by the Trustee to the Trust Fund for which the income was received and dividends with respect to
Employer Stock shall be re-invested in the Employer Stock Investment Fund.
8.6 Accounts
As of the first date a contribution is made by or on behalf of a Covered Employee there shall be established an Account in his
name reflecting his interest in the Trust. Each Account shall be maintained and administered for each Participant and Beneficiaryin accordance with the provisions of the Plan. The balance of each Account shall be the balance of the account after all credits
and charges thereto, for and as of such date, have been made as provided herein.
A service provider for the Plan may place amounts intended to reduce its compensation for Plan services into a suspense accountheld under the Plan. The Administrator may either (i) apply amounts held in such account to pay Plan expenses or (ii) allocate
such amounts among the Accounts of Participants and Beneficiaries as income.
8.7

Sub-Accounts

A Participant's Account shall be divided into such separate, individual Sub-Accounts as are necessary or appropriate to reflect theParticipant's interest in the Trust.

52

ARTICLE IX
LIFE INSURANCE CONTRACTS
9.1

No Life Insurance Contracts

A Participant's Account may not be invested in life insurance contracts on the life of the Participant.

53

ARTICLE X
DEPOSIT AND INVESTMENT OF CONTRIBUTIONS
10.1

Future Contribution Investment Elections

Each Eligible Employee shall make an investment election in the manner and form prescribed by the Administrator directing themanner in which the contributions made on his behalf shall be invested. An Eligible Employee's investment election shall specify
the percentage, in the percentage increments prescribed by the Administrator, of such contributions that shall be allocated to one
or more of the Investment Funds with the sum of such percentages equaling 100%; provided however that an Eligible Employee
may not elect to allocate more than 25% to the Employer Stock Investment Fund. The investment election by a Participant shallremain in effect until his entire interest under the Plan is distributed or forfeited in accordance with the provisions of the Plan oruntil he records a change of investment election with the Administrator (or its delegate), in such form as the Administrator shallprescribe. If recorded in accordance with any rules prescribed by the Administrator, a Participant's change of investment election
may be implemented effective as of the close of the business day on which the Administrator receives the Participant's
instructions or soon as reasonably practicable thereafter.
10.2

Deposit of Contributions

All contributions made on a Participant's behalf shall be deposited in the Trust and allocated among the Investment Funds inaccordance with the Participant's currently effective investment election. If no investment election is recorded with the
Administrator at the time contributions are to be deposited to a Participant's Account, his contributions shall be allocated among
the Investment Funds as directed by the Investment Fiduciary.
10.3

Election to Transfer Between Funds

A Participant may elect to transfer investments from any Investment Fund to any other Investment Fund. The Participant's
transfer election shall specify either (i) a percentage, in the percentage increments prescribed by the Administrator (or its
delegate), of the amount eligible for transfer, which percentage may not exceed 100%, or (ii) a dollar amount that is to betransferred; provided however that a Participant may not elect to transfer an amount to Employer Stock if 25% or more of their
total account balance at the time of such transfer is invested in the Employer Stock Investment Fund. Any transfer election must
be recorded with the Administrator (or its delegate), in such form as the Administrator shall prescribe. Subject to any restrictions
pertaining to a particular Investment Fund, if recorded in accordance with any rules prescribed by the Administrator (or its
delegate), a Participant's transfer election may be implemented54effective as of the close of the business day on which the Administrator receives the Participant's instructions or soon asreasonably practicable thereafter.
Notwithstanding any other provision of this Section to the contrary, the Administrator may prescribe such rules restricting
Participants' transfer elections as it deems necessary or appropriate to preclude excessive or abusive trading or market timing.
10.4

404(c) Protection

The Plan is intended to constitute a plan described in ERISA Section 404(c) and regulations issued thereunder. The fiduciaries of
the Plan may be relieved of liability for any losses that are the direct and necessary result of investment instructions given by aParticipant, his Beneficiary, or an alternate payee under a qualified domestic relations order.
A Participant's directions to the Trustee regarding investment in and transfers to and from the Employer Stock Investment Fundshall be communicated in confidence, to the extent practicable, and shall not be divulged to the Employers or to any officer,
director, or employee of the Employers. The Investment Fiduciary shall establish procedures to provide and maintain suchconfidentiality and shall appoint a fiduciary with the responsibility of overseeing such procedures. An independent fiduciary shallbe appointed to the extent required under Department of Labor Regulations Section 2550.404c-1(d)(2)(ii)(E)(4)(ix) to maintainsuch confidentiality.
10.5 Voting and Tendering Employer Stock
Each Participant who has an interest in the Employer Stock Investment Fund shall have the right to direct the Trustee as to themanner in which the number of shares credited to his Account or, if accounting under the Employer Stock Investment Fund is byunits of participation, his proportionate interest in the Employer Stock Investment Fund, is to be voted. Upon receipt of a
Participant's direction, the Trustee shall vote the shares representing the Participant's interest in the Employer Stock Investment
Fund as directed. Except as otherwise required by law or as otherwise provided in the Trust Agreement, if the Trustee does notreceive direction from a Participant regarding how to vote the shares representing his interest in the Employer Stock Investment
Fund, the Trustee shall not vote such shares.
In addition, upon commencement of a tender offer for any securities held in the Employer Stock Investment Fund, eachParticipant who has an interest in the Employer Stock Investment Fund shall have the right to direct the Trustee whether or not totender all or any portion of the shares credited to his Account or, if accounting under the Employer Stock Investment Fund is byunits of participation, all or any portion of his proportionate interest in the Employer Stock Investment Fund. A Participant may
change his direction

55

regarding the tender of shares representing his interest in the Employer Stock Investment Fund at any time prior to the tender
offer withdrawal deadline. The Trustee shall tender or not tender shares representing a Participant's interest in the Employer
Stock Investment Fund in accordance with the Participant's directions. Except as otherwise required by law, if the Trustee does
not receive direction from a Participant regarding whether or not to tender the shares representing a Participant's interest in the
Employer Stock Investment Fund, the Trustee shall not tender such shares. The proceeds received by the Trustee with respect toshares of stock tendered by the Trustee in accordance with Participants' directions shall be allocated to the Accounts of thoseParticipants who elected to tender their shares in proportion to their interest in the tendered shares.
All materials provided to other shareholders, including proxy solicitation materials and all tender materials, shall be provided toeach Participant with an interest in the Employer Stock Investment Fund.
A Participant's directions to the Trustee hereunder shall be communicated in confidence and shall not be divulged to the
Employers or to any officer, director, or employee of the Employers. The Administrator shall establish procedures to provide andmaintain such confidentiality and shall appoint a fiduciary with the responsibility of overseeing such procedures. An independent
fiduciary shall be appointed to the extent required under Department of Labor Regulations Section 2550.404c-1(d)(2)(ii)(E)(4)(ix) to maintain such confidentiality.

56

ARTICLE XICREDITING AND VALUING ACCOUNTS
11.1 Crediting Accounts
All contributions made under the provisions of the Plan shall be credited to Accounts in the Trust Funds by the Trustee, in
accordance with procedures established in writing by the Investment Fiduciary, either when received or on the succeeding
Valuation Date after valuation of the Trust Fund has been completed for such Valuation Date as provided in Section 11.2, as shallbe determined by the Investment Fiduciary.
11.2 Valuing Accounts
Accounts in the Trust Funds shall be valued by the Trustee on the Valuation Date, in accordance with procedures established inwriting by the Investment Fiduciary, either in the manner adopted by the Trustee and approved by the Investment Fiduciary or in
the manner set forth in Section 11.3 as Plan valuation procedures, as determined by the Investment Fiduciary.
11.3 Plan Valuation ProceduresWith respect to the Trust Funds, the Investment Fiduciary may determine that the following valuation procedures shall beapplied. As of each Valuation Date hereunder, the portion of any Accounts in a Trust Fund shall be adjusted to reflect any
increase or decrease in the value of the Trust Fund for the period of time occurring since the immediately preceding Valuation
Date for the Trust Fund (the "valuation period") in the following manner:(a)First, the value of the Trust Fund shall be determined by valuing all of the assets of the Trust Fund at fair market value.

(b)

Next, the net increase or decrease in the value of the Trust Fund attributable to net income and all profits and losses,
realized and unrealized, during the valuation period shall be determined on the basis of the valuation under paragraph (a)taking into account appropriate adjustments for contributions, loan payments, and transfers to and distributions,withdrawals, loans, and transfers from such Trust Fund during the valuation period.

(c)Finally, the net increase or decrease in the value of the Trust Fund shall be allocated among Accounts in the Trust Fund in
the ratio of the balance of the portion of such Account in the Trust Fund as of the preceding Valuation Date less any
distributions, withdrawals, loans, and transfers from such Account balance in57

the Trust Fund since the Valuation Date to the aggregate balances of the portions of all Accounts in the Trust Fundsimilarly adjusted, and each Account in the Trust Fund shall be credited or charged with the amount of its allocated share.
11.4 Unit Accounting Permitted
The Investment Fiduciary may, for administrative purposes, establish unit values for one or more Investment Fund (or any
portion thereof) and maintain the accounts setting forth each Participant's interest in such Investment Fund (or any portion
thereof) in terms of such units, all in accordance with such rules and procedures as the Investment Fiduciary shall deem to be fair,equitable, and administratively practicable. In the event that unit accounting is thus established for an Investment Fund (or any
portion thereof), the value of a Participant's interest in that Investment Fund (or any portion thereof) at any time shall be an
amount equal to the then value of a unit in such Investment Fund (or any portion thereof) multiplied by the number of units thencredited to the Participant.
11.5 Finality of Determinations
The Trustee shall have exclusive responsibility for determining the value of each Account maintained hereunder. The Trustee's
determinations thereof shall be conclusive upon all interested parties.
11.6 Notification
Within a reasonable period of time after the end of each Plan Year, the Investment Fiduciary shall notify each Participant andBeneficiary of the value of his Account and Sub-Accounts as of a Valuation Date during the Plan Year. Such statement may befurnished quarterly, but no less frequently than annually.

58

ARTICLE XII
LOANS
12.1 Application for Loan
A Participant who is a party in interest as defined in ERISA Section 3(14) may make application to the Administrator for a loan
from his Account. Notwithstanding the foregoing, a Participant may not receive a loan from that portion of his Accountattributable to Qualified Nonelective Contributions.
Loans shall be made to Participants in accordance with written guidelines which are hereby incorporated into and made a part of
the Plan. To the extent that such written guidelines comply with the requirements of Code Section 72(p), but are inconsistent withthe provisions of this Article, such written guidelines shall be given effect.
12.2

Collateral for Loan

As collateral for any loan granted hereunder, the Participant shall grant to the Plan a security interest in his vested interest under
the Plan equal to the amount of the loan; provided, however, that in no event may the security interest exceed 50% of theParticipant's vested interest under the Plan determined as of the date as of which the loan is originated in accordance with Plan
provisions. In the case of a Participant who is an active employee, the Participant also shall enter into an agreement to repay theloan by payroll withholding.
No loan in excess of 50% of the Participant's vested interest under the Plan shall be made from the Plan.
Loans shall not be made available to Highly Compensated Employees in an amount greater than the amount made available toother employees.
A loan shall not be granted unless the Participant consents to the charging of his Account for unpaid principal and interest
amounts in the event the loan is declared to be in default.
12.3

Reduction of Account Upon Distribution

Notwithstanding any other provision of the Plan, the amount of a Participant's Account that is distributable to the Participant or
his Beneficiary under Article XIII or XV shall be reduced by the portion of his vested interest that is held by the Plan as security
for any loan outstanding to the Participant, provided that the reduction is used to repay the loan. If distribution is made because of
the Participant's death prior to the commencement of distribution of his Account and the Participant's vested interest in his
Account is payable59to more than one individual as Beneficiary, then the balance of the Participant's vested interest in his Account shall be adjusted by
reducing the vested account balance by the amount of the security used to repay the loan, as provided in the preceding sentence,prior to determining the amount of the benefit payable to each such individual.
12.4

Legal Requirements Applicable to Plan Loans

Notwithstanding any other provision of the Plan to the contrary, the following terms and conditions shall apply to any loan madeto a Participant under this Article:(a) The amount of any loan to a Participant (when added to the outstanding balance of all other loans to the Participant from thePlan or any other plan maintained by an Employer or a Related Employer) shall not exceed the lesser of:(i)$50,000, reduced by the excess, if any, of the highest outstanding balance of any other loan to the Participant fromthe Plan or any other plan maintained by an Employer or a Related Employer during the preceding 12-month
period over the outstanding balance of such loans on the date a loan is made hereunder; or(ii)

50% of the vested portions of the Participant's Account and his vested interest under all other plans maintained by
an Employer or a Related Employer.

(b) The term of any loan to a Participant shall be no greater than 5 years, except in the case of a loan used to acquire any
dwelling unit which within a reasonable period of time is to be used (determined at the time the loan is made) as aprincipal residence (as defined under Code Section 121) of the Participant.
(c)

Substantially level amortization shall be required over the term of the loan with payments made not less frequently thanquarterly. If a loan is made from a Participant's Roth 401(k) Contributions Sub-Account and from his other Sub-Accounts
under the Plan, the level amortization requirement shall be met with respect to both his Roth 401(k) Contributions SubAccount and his other Sub-Accounts. Notwithstanding the foregoing, if so provided in the written guidelines applicable toPlan loans, the amortization schedule may be waived and payments suspended while a Participant is on a leave of absencefrom employment with an Employer or any Related Employer (for periods in which the Participant does not perform
military service as described in paragraph (d) below), provided that all of the following requirements are met:(i)60

Such leave is either without pay or at a reduced rate of pay that, after withholding for employment and income taxes,
is less than the amount required to be paid under the amortization schedule;

(ii) Payments resume after the earlier of (a) the date such leave of absence ends or (b) the one-year anniversary of thedate such leave began;(iii) The period during which payments are suspended does not exceed one year;(iv) Payments resume in an amount not less than the amount required under the original amortization schedule; and(v) The waiver of the amortization schedule does not extend the period of the loan beyond the maximum period
permitted under this Article.
(d)

If a Participant is absent from employment with any Employer or any Related Employer for a period during which heperforms services in the uniformed services (as defined in chapter 45 of title 38 of the United States Code), whether or not
such services constitute qualified military service, the suspension of payments shall not be taken into account for purposesof applying either paragraph (b) or paragraph (c) of this Section provided that all of the following requirements are met:(i)Payments resume upon completion of such military service;(ii) Payments resume in an amount not less than the amount required under the original amortization schedule andcontinue in such amount until the loan is repaid in full;(iii)

Upon resumption, payments are made no less frequently than required under the original amortization schedule andcontinue under such schedule until the loan is repaid in full; and(iv) The loan is repaid in full, including interest accrued during the period of such military service, no later than the
maximum period otherwise permitted under this Article extended by the period of such military service.
(e) The loan shall be evidenced by a legally enforceable agreement that demonstrates compliance with the provisions of thisSection.
(f)

61

Subject to the requirements of the Servicemembers Civil Relief Act, the interest rate on any loan to a Participant shall be areasonable interest rate commensurate with current interest rates charged for loans made under similar circumstances by
persons in the business of lending money.

12.5 Administration of Loan Investment Fund
Upon approval of a loan to a Participant, the Administrator shall direct the Trustee to transfer an amount equal to the loan amountfrom the Investment Funds in which it is invested, as directed by the Administrator, to the loan Investment Fund established in
the Participant's name. Any loan approved by the Administrator shall be made to the Participant out of the Participant's loan
Investment Fund. All principal and interest paid by the Participant on a loan made under this Article shall be deposited to his
Account and shall be allocated upon receipt among the Investment Funds in accordance with the Participant's currently effective
investment election. The balance of the Participant's loan Investment Fund shall be decreased by the amount of principal
payments and the loan Investment Fund shall be terminated when the loan has been repaid in full.
12.6

Default

If either (i) a Participant fails to make or cause to be made, any payment required under the terms of the loan by the date required
to prevent a default under the terms of the loan note, which date shall not be later than the date prescribed under Code Section
72(p) and regulations issued thereunder, unless payment is not made because the Participant is on a leave of absence and theamortization schedule is waived as provided in paragraph (c) or (d) of Section 12.4, or (ii) there is an outstanding principalbalance existing on a loan after the last scheduled repayment date (extended as provided in Section 12.4(d), if applicable), theAdministrator shall direct the Trustee to declare the loan to be in default, and the entire unpaid balance of such loan, together
with accrued interest, shall be immediately due and payable. In any such event, if such balance and interest thereon is not thenpaid, the Trustee shall charge the Account of the borrower with the amount of such balance and interest as of the earliest date a
distribution may be made from the Plan to the borrower without adversely affecting the tax qualification of the Plan or of the cash
or deferred arrangement.
12.7

Deemed Distribution Under Code Section 72(p)If a Participant's loan is in default as provided in Section 12.6, the Participant shall be deemed to have received a taxable
distribution in the amount of the outstanding loan balance as required under Code Section 72(p), whether or not distribution may
actually be made from the Plan without adversely affecting the tax qualification of the Plan; provided, however, that the taxable
portion of such deemed distribution shall be reduced in accordance with the provisions of Code Section 72(e) to the extent thedeemed distribution is attributable to the Participant's Roth 401(k) Contributions.
If a Participant is deemed to have received distribution of an outstanding loan balance hereunder, no further loans may be made tosuch Participant from his Account unless62

there is a legally enforceable arrangement among the Participant, the Plan, and the Participant's employer that repayment of suchloan shall be made by payroll withholding.
12.8 Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p)The balance of any loan that is deemed to have been distributed to a Participant hereunder shall cease to be an outstanding loan
for purposes of Code Section 72(p) and a Participant shall not be treated as having received a taxable distribution when his
Account is offset by such outstanding loan balance as provided in Section 12.6. Any interest that accrues on a loan after it isdeemed to have been distributed shall not be treated as an additional loan to the Participant and shall not be included in theParticipant's taxable income as a deemed distribution. Notwithstanding the foregoing, however, unless a Participant repays suchloan, with interest, the amount of such loan, with interest thereon calculated as provided in the original loan note, shall continue
to be considered an outstanding loan for purposes of determining the maximum permissible amount of any subsequent loan under
Section 12.4(a).
If a Participant elects to make payments on a loan after it is deemed to have been distributed hereunder, such payments shall betreated as "employee contributions", as defined in Section 7.1, to the Plan solely for purposes of determining the taxable portionof the Participant's Account and shall not be treated as "employee contributions" for any other Plan purpose, including
application of the limitations on contributions applicable under Code Sections 401(m) and 415.
The provisions of this Section regarding treatment of loans that are deemed distributed shall not apply to loans made prior to
January 1, 2002, except to the extent provided under the transition rules in Q & A 22(c)(2) of Section 1.72(p)-l of the Treasury
Regulations.
12.9

Special Rules Applicable to Loans

Any loan made hereunder shall be subject to the following rules:(a)

Minimum Loan Amount: A Participant may not request a loan for less than $1,000.

(b)

Maximum Number of Outstanding Loans: A Participant may not have more than 2 outstanding loans at any time and only
one such loan may be treated as a principal residence loan. A Participant with 2 outstanding loans may not apply for
another loan until all but one of the existing loans is repaid in full and may not refinance an existing loan or obtain a thirdloan for the purpose of paying off an existing loan. The provisions of this paragraph shall not apply to any loans made63

prior to the effective date of this amendment and restatement; provided, however, that any such loan shall be taken into
account in determining whether a Participant may apply for a new loan hereunder.
(c)Maximum Period for Principal Residence Loan: The term of any loan to a Participant that is used to acquire any dwelling
unit which within a reasonable period of time is to be used (determined at the time the loan is made) as a principal
residence (as defined under Code Section 121) of the Participant shall be no greater than 20 years.

(d)

No Roll Over of Loans: A Participant may not elect to roll over any loan note held pursuant to the provisions of this Article.

12.10 Prior Loans
Notwithstanding any other provision of this Article to the contrary, any loan made under the provisions of the Plan as in effectprior to this amendment and restatement shall be administered in accordance with the provisions of the note reflecting such loanand shall remain outstanding until repaid in accordance with its terms.

64

ARTICLE XIIIWITHDRAWALS WHILE EMPLOYED
13.1

Non-Hardship Withdrawals of Rollover Contributions

A Participant who is employed by an Employer or a Related Employer may elect at any time, subject to the limitations andconditions prescribed in this Article, to make a cash withdrawal from his Rollover Contributions Sub-Account. As permitted by
Section 4.05(2)(a) of Revenue Procedure 2021-30, Section 305 of the SECURE 2.0 Act, and IRS Notice 2023-43, this provision
is retroactively effective back to the 2017 Plan Year.
13.2 Age 59 1/2 Withdrawals
A Participant who is employed by an Employer or a Related Employer and who has attained age 59 1/2 may elect, subject to thelimitations and conditions prescribed in this Article, to make a cash withdrawal from his full vested Account.
13.3 Withdrawal by Terminally ill Participant
A terminally ill Participant (as defined herein) may elect, subject to the limitations and conditions prescribed in this Article, tomake a cash withdrawal from his vested interest in any of the following Sub-Accounts:
his Rollover Contributions Sub-Account.
his Prior Nonelective Contributions Sub-Account.
his Prior Matching Contributions Sub-Account.
A Participant shall be deemed to be terminally ill when, by reason of a medically determinable physical condition, theParticipant’s life expectancy is less than twenty-four (24) months. The Participant’s terminally ill condition and probable life
expectancy must be certified by a physician acceptable to both the Participant and the Administrator.
13.4 Withdrawal Upon Deemed Severance from Employment Due to Qualified Military Service
Notwithstanding any other provision of the Plan to the contrary, a Participant who is absent from employment because of service
with the uniformed services (as described in United States Code, Title 38, Chapter 43) for more than 30 days shall be treated as if
he had incurred a severance from employment for purposes of receiving a distribution under Code Section 401(k)(2)(B)(i)(I). A
Participant who is deemed to have incurred a65

severance from employment hereunder may elect to receive a cash withdrawal from his vested interest in his 401(k)Contributions Sub-Account.
If a Participant receives distribution in accordance with the provisions of this Section and would not otherwise be entitled toreceive distribution under the terms of the Plan other than this Section, his 401(k) Contributions and the Participant's "elective
contributions" and "employee contributions", as defined in Section 7.1, under all other qualified and non-qualified deferredcompensation plans maintained by an Employer or any Related Employer shall be suspended for at least 6 months after his
receipt of the withdrawal. However, if the distribution is also a "qualified reservist distribution", the suspension shall not apply.
Any distribution made hereunder shall be subject to the 10% excise tax imposed on early distributions under Code Section 72(t),unless such distribution is also a "qualified reservist distribution". For purposes of this Section, a "qualified reservist distribution"means a distribution to a reservist or national guardsman who is ordered or called to active duty after September 11, 2001, either(1) for an indefinite period or (2) for a period longer than 179 days, provided such distribution is made during the period
beginning on the date the Participant is ordered or called to active duty and ending on the date the Participant's active duty period
closes.
13.5

Overall Limitations on Non-Hardship Withdrawals

Non-hardship withdrawals made pursuant to this Article shall be subject to the following conditions and limitations:(a) A Participant must apply for a non-hardship withdrawal such number of days prior to the date as of which it is to beeffective as the Administrator may prescribe.
(b)Non-hardship withdrawals may be made effective as soon as administratively practicable after the Administrator's approvalof the Participant's withdrawal application.

13.6

Hardship Withdrawals

A Participant who is employed by an Employer or a Related Employer and who is determined by the Administrator to haveincurred a hardship in accordance with the provisions of this Article may elect, subject to the limitations and conditionsprescribed in this Article, to make a cash withdrawal from his vested interest in any of the following Sub-Accounts:
his Pre-Tax 401(k) Contributions Sub-Account.

66

his Roth 401(k) Contributions Sub-Account.
his QACA Safe Harbor Matching Contributions Sub-Account.
his Prior Matching Contributions Sub-Account.
his Prior Nonelective Contributions Sub-Account.
13.7

Hardship Determination

The Administrator shall grant a hardship withdrawal only if the withdrawal is necessary to meet an immediate and heavy
financial need of the Participant. An immediate and heavy financial need of the Participant means a financial need on account of:(a)expenses previously incurred by or necessary to obtain for the Participant, the Participant's Spouse, or any dependent of theParticipant (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof) medicalcare deductible under Code Section 213(d), determined without regard to whether the expenses exceed any applicable
income limit.

(b)costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant.

(c)payment of tuition, related educational fees, and room and board expenses for the next 12 months of post-secondary
education for the Participant, or the Participant's Spouse, child or other dependent (as defined in Code Section 152,
without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof).

(d)payments necessary to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage on
the Participant's principal residence.

(e)payment of funeral or burial expenses for the Participant's deceased parent, Spouse, child or dependent (as defined in Code
Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof).

(f)expenses for the repair of damage to the Participant's principal residence that would qualify for a casualty loss deduction
under Code Section 165 (determined without regard to Code Section 165(h)(5) and whether the loss exceeds any
applicable income limit).

(g)

any other financial need determined to be immediate and heavy under rules and regulations issued by the Secretary of theTreasury or his delegate; provided, however, that any such financial need shall constitute an immediate and heavy needunder this paragraph (g) no sooner than administratively practicable following the date such rule or regulation is issued.

67

13.8

Satisfaction of Necessity Requirement for Hardship Withdrawals

A withdrawal shall be deemed to be necessary to satisfy an immediate and heavy financial need of a Participant only if theParticipant represents, and the Administrator has no actual knowledge to the contrary, that the need cannot be relieved by any of
the following:(a)through reimbursement or compensation by insurance or otherwise(b)by reasonable liquidation of the Participant's assets, to the extent such liquidation would not itself cause an immediate andheavy financial need(c)by cessation of 401(k) Contributions(d)by other distributions from plans maintained by an Employer or any Related Employer(e)by borrowing from commercial sources on reasonable commercial terms.

To the extent that the Participant's hardship can be partially relieved by any of the sources above, other than borrowing fromcommercial sources, the Participant must utilize such source before a hardship withdrawal is deemed necessary under the Plan.
For purposes of the foregoing, a Participant's resources shall be deemed to include those assets of his Spouse and minor childrenthat are reasonably available to the Participant.
13.9

Conditions and Limitations on Hardship Withdrawals

Hardship withdrawals made pursuant to this Article shall be subject to the following conditions and limitations:(a) A Participant must apply for a hardship withdrawal such number of days prior to the date as of which it is to be effective as
the Administrator may prescribe.
(b)Hardship withdrawals may be made effective as soon as administratively practicable after the Administrator's approval of
the Participant's withdrawal application.

(c) The amount of a hardship withdrawal may include any amounts necessary to pay any Federal, state, or local income taxes or
penalties reasonably anticipated to result from the distribution.
13.10 Order of Withdrawal from a Participant's Sub-Accounts
Distribution of a withdrawal amount shall be made from a Participant's Sub-Accounts, to the extent necessary, in the orderprescribed by the Administrator, which order shall be

68uniform with respect to all Participants and non-discriminatory. If the Sub-Account from which a Participant is receiving a
withdrawal is invested in more than one Investment Fund, the withdrawal shall be charged against the Investment Funds asdirected by the Administrator.

69

ARTICLE XIVTERMINATION OF EMPLOYMENT AND SETTLEMENT DATE
14.1 Termination of Employment and Settlement Date
A Participant's Settlement Date shall occur on the date he terminates employment with the Employers and all Related Employers
because of death, disability, retirement, or other termination of employment. Notice of a Participant's Settlement Date shall begiven by the Administrator to the Trustee.
14.2

Separate Accounting for Non-Vested Amounts

If as of a Participant's Settlement Date the Participant's vested interest in his Employer Contributions Sub-Account is less than
100%, that portion of his Employer Contributions Sub-Account that is not vested shall be accounted for separately from thevested portion and shall be disposed of as provided in the following Section. If prior to such Settlement Date the Participant
received a distribution under the Plan and the non-vested portion of his Employer Contributions Sub-Account was not forfeited asprovided in the following Section, his vested interest in his Employer Contributions Sub-Account shall be an amount ("X")
determined by the following formula:
X = P(AB + (R x D)) – (R x D)
For purposes of the formula:
P = The Participant's vested interest in his Employer Contributions Sub-Account on the date distribution is to be made.

70

AB= The balance of the Participant's Employer Contributions Sub-Account as of the Valuation Date immediately
preceding the date distribution is to be made.

R= The ratio of (i) the balance of the Participant's Employer Contributions Sub-Account as of the Valuation Date
immediately preceding the date distribution is to be made to (ii) the balance of the Participant's Employer
Contributions Sub-Account after distribution is made.

D= The amount of all prior distributions from the Participant's Employer Contributions Sub-Account. Amounts
deemed to have been distributed to a Participant pursuant to Code Section 72(p), but which have not actuallybeen offset against the Participant's Account balance shall not be considered distributions hereunder.
14.3

Disposition of Non-Vested Amounts

That portion of a Participant's Employer Contributions Sub-Account that is not vested upon the occurrence of his Settlement Dateshall be disposed of as follows:(a)

If the Participant has no vested interest in his Account upon the occurrence of his Settlement Date or his vested interest in
his Account as of the date of distribution does not exceed $1,000, resulting in the distribution or deemed distribution to
the Participant of his entire vested interest in his Account, the non-vested balance in the Participant's Employer
Contributions Sub-Account shall be forfeited and his Account closed as of (i) the Participant's Settlement Date, if theParticipant has no vested interest in his Account and is therefore deemed to have received distribution on that date, or (ii)the date actual distribution is made to the Participant.

(b)

If the Participant's vested interest in his Account exceeds $1,000 and the Participant is eligible for and consents in writing toa single sum payment of his vested interest in his Account, the non-vested balance in the Participant's Employer
Contributions Sub-Account shall be forfeited and his Account closed as of the date the single sum payment occurs,
provided that such distribution is made because of the Participant's Settlement Date. A distribution is deemed to be madebecause of a Participant's Settlement Date if it occurs prior to the end of the second Plan Year beginning on or after theParticipant's Settlement Date.

(c)

If neither paragraph (a) nor paragraph (b) is applicable, the non-vested balance remaining in the Participant's Employer
Contributions Sub-Account shall continue to be held in such Sub-Account and shall not be forfeited until the date theParticipant incurs 5-consecutive Breaks in Service.

14.4 Treatment of Forfeited Amounts
Whenever the non-vested balance of a Participant's Employer Contributions Sub-Account is forfeited during a Plan Year inaccordance with the provisions of the preceding Section, the amount of such forfeiture shall first be used to recredit priorforfeited Accounts in accordance with the provisions of Section 14.5 and shall then be applied against the Employers'
contribution obligations for any subsequent Contribution Period.
Any forfeiture that occurs during a Plan Year must offset Employer contributions no later than the close of the following Plan
Year.

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14.5

Recrediting of Forfeited Amounts

A former Participant who forfeited the non-vested portion of his Employer Contributions Sub-Account in accordance with theprovisions of paragraph (a) or (b) of Section 14.3 and who is reemployed by an Employer or a Related Employer shall have suchforfeited amounts recredited to an Account in his name, without adjustment for interim gains or losses experienced by the Trust,if:(a)

he returns to employment with an Employer or a Related Employer before he incurs 5-consecutive Breaks in Service
commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Account;(b)

he resumes employment covered under the Plan before the earlier of (i) the end of the 5-year period beginning on the datehe is reemployed or (ii) the date he incurs 5-consecutive Breaks in Service commencing after the date he received, or isdeemed to have received, distribution of his vested interest in his Account; and(c)if he received actual distribution of his vested interest in his Account, he repays to the Plan the full amount of such
distribution before the earlier of (i) the end of the 5-year period beginning on the date he is reemployed or (ii) the date heincurs 5-consecutive Breaks in Service commencing after the date he received distribution of his vested interest in his
Account.

Notwithstanding the foregoing, if a reemployed Participant's Vesting Service completed following reemployment is not included
in determining his vested interest in his Account attributable to employment prior to his Break in Service, as provided in Section
2.8, the former Participant's forfeited amounts shall not be recredited to his Account.
Funds needed in any Plan Year to recredit the Account of a Participant with the amounts of prior forfeitures in accordance withthe preceding sentence shall come first from forfeitures that arise during such Plan Year, and then from Trust income earned insuch Plan Year, to the extent that it has not yet been allocated among Participants' Accounts as provided in Article XI, with each
Trust Fund being charged with the amount of such income proportionately, unless his Employer chooses to make an additional
Employer Contribution, and shall finally be provided by his Employer by way of a separate Employer Contribution.

72

ARTICLE XV
DISTRIBUTIONS
15.1

Distributions to Participants

Subject to the provisions of Section 15.4, a Participant whose Settlement Date occurs shall receive distribution of his vested
interest in his Account in the form provided under Article XVI beginning as soon as reasonably practicable following his
Settlement Date or the date his application for distribution is filed with the Administrator, if later.
15.2

Partial Distributions to Retired or Terminated Participants

A Participant whose Settlement Date has occurred, but who has not reached his Required Beginning Date may elect to receive
distribution of all or any portion of his Account at any time prior to his Required Beginning Date in a cash withdrawal or in any
other form provided in Article XVI.
15.3

Distributions to Beneficiaries

Subject to the provisions of Section 15.4, if a Participant dies prior to his Benefit Payment Date, his Beneficiary shall receive
distribution of the Participant's vested interest in his Account in the form provided under Article XVI beginning as soon asreasonably practicable following the date the Beneficiary's application for distribution is filed with the Administrator. If
distribution is to be made to a Participant's Spouse, it shall be made available within a reasonable period of time after theParticipant's death that is no less favorable than the period of time applicable to other distributions.
If a Participant dies after the date distribution of his vested interest in his Account begins under this Article, but before his entire
vested interest in his Account is distributed, his Beneficiary shall receive distribution of the remainder of the Participant's vested
interest in his Account beginning as soon as reasonably practicable following the Participant's date of death.
15.4

Code Section 401(a)(9) Requirements

The provisions of this Section take precedence over any inconsistent provision of the Plan; provided, however, that the provisionsof this Section are not intended to create additional forms of payment that are not otherwise provided under Article XVI.
Except as otherwise provided under a valid election made by a Participant pursuant to Section 242(b)(2) of the Tax Equity and
Fiscal Responsibility Act, to the extent required under Code Section 401(a)(9), all distributions made from the Plan shall be
determined73and made in accordance with the provisions of Code Section 401(a)(9) and the Treasury Regulations issued thereunder, as set
forth in this Section.
(a) A Participant's vested interest in his Account shall be distributed to the Participant no later than the Participant's Required
Beginning Date.
(b)

If a Participant dies on or after his Required Beginning Date, but before his vested interest in his Account has been
distributed in full, the remainder of the Participant's vested Account balance shall be distributed to the Participant's
Beneficiary in a single sum payment as soon as reasonably practicable following the Participant's death.

(c)

If a Participant dies before his Required Beginning Date and before his vested interest in his Account has been distributed infull, the Participant's vested Account balance shall be distributed to the Participant's Beneficiary in a single sum payment
no later than the 5th anniversary of the Participant's death; provided, however, that if the Participant's Spouse is his sole"designated beneficiary" with respect to all or any portion of the Participant's vested Account, the Spouse may elect topostpone payment until December 31 of the calendar year in which the Participant would have attained the “applicableage½” (as defined in the definition of “Required Beginning Date” in Section 1.1), if later. The Spouse's election to defer
payment must be made no later than September 30 of the calendar year that contains the 5th anniversary of theParticipant's death.
If the Participant's Spouse is a sole "designated beneficiary" with respect to all or any portion of the Participant's interestand the Spouse dies after the Participant but before distribution to the Spouse is made, the rules described above shall beapplied with respect to the interest for which the Spouse was the sole "designated beneficiary," substituting the date of theSpouse's death for the date of the Participant's death. A Participant's Spouse qualifies as the Participant's sole "designatedbeneficiary" if she is entitled to the Participant's entire vested interest in his Account or his entire vested interest in asegregated portion of the Participant's Account and no other "designated beneficiary" is entitled to any portion of thatinterest unless the Spouse dies prior to receiving full distribution of that interest.

(d)

For purposes of this Section the following terms have the following meanings:(i) A Participant's "designated beneficiary" means the individual who is the Participant's Beneficiary under Article
XVII of the Plan and is the designated beneficiary under Code Section 401(a)(9) and Treasury Regulations Section
1.401(a)(9)-4.

74

15.5

Cash Outs and Participant Consent

Notwithstanding any other provision of the Plan to the contrary, if a Participant's vested interest in his Account does not exceed$1,000, distribution of such vested interest shall be made to the Participant in a single sum payment or through a direct rollover,as described in Article XVI, as soon as reasonably practicable following his Settlement Date.
If a Participant has no vested interest in his Account on his Settlement Date, he shall be deemed to have received distribution ofsuch vested interest on his Settlement Date.
If a Participant's vested interest in his Account exceeds $1,000, distribution shall not commence to such Participant prior to his
Normal Retirement Date or the date he attains age 62, if later, without the Participant's written consent.
15.6

Required Commencement of Distribution

Unless the Participant elects a later date, distribution of his vested interest in his Account shall commence to the Participant nolater than 60 days after the close of the Plan Year in which occurs the latest of (i) the earlier of the Participant's Normal
Retirement Date or the Participant's attainment of age 65, (ii) the tenth anniversary of the year in which the Participant
commenced participation, or (iii) the Participant's Settlement Date. A Participant who does not make application for his benefit tocommence shall be deemed to have elected to postpone distribution hereunder.
15.7

Reemployment of a Participant

If a Participant whose Settlement Date has occurred is reemployed by an Employer or a Related Employer, he shall lose his rightto any distribution or further distributions from the Trust arising from his prior Settlement Date and his interest in the Trust shallthereafter be treated in the same manner as that of any other Participant whose Settlement Date has not occurred.
15.8

Restrictions on Alienation

Except as provided in Code Section 401(a)(13) (relating to qualified domestic relations orders), Code Section 401(a)(13)(C) and(D) (relating to offsets ordered or required under a criminal conviction involving the Plan, a civil judgment in connection with aviolation or alleged violation of fiduciary responsibilities under ERISA, or a settlement agreement between the Participant andthe Department of Labor in connection with a violation or alleged violation of fiduciary responsibilities under ERISA), Treasury
Regulations Section 1.401(a)-13(b)(2) (relating to Federal tax levies and judgments), or as otherwise required by law, no benefit
under the Plan at any time shall be subject in any manner to75

anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or
equitable process; and no person shall have power in any manner to anticipate, transfer, assign (either at law or in equity),
alienate or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his
benefits under the Plan, or any part thereof, and any attempt to do so shall be void.
15.9

Facility of Payment

If the Administrator finds that any individual to whom an amount is payable hereunder is incapable of attending to his financial
affairs because of any mental or physical condition, including the infirmities of advanced age, such amount may, in the discretionof the Administrator, be paid to such individual's court appointed guardian or to another person with a valid power of attorney.
The Trustee shall make such payment only upon receipt of written instructions to such effect from the Administrator. Any suchpayment shall be charged to the Account from which the payment would otherwise have been paid to the individual foundincapable of attending to his financial affairs and shall be a complete discharge of any liability therefor under the Plan.
If distribution is to be made to a minor Beneficiary, the Administrator may, in its discretion, pay the amount to a duly qualified
guardian or other legal representative, to an adult relative under the applicable state Uniform Gifts to Minors Act, as custodian, orto a trust that has been established for the benefit of the minor. Any such payment shall be charged to the Account from which thepayment would otherwise have been paid to the minor and shall be a complete discharge of any liability therefor under the Plan.
15.10 Inability to Locate Payee and Non-Negotiated Checks
If any benefit becomes payable to any person, or to the executor or administrator of any deceased person (the "payee"), and ifeither (i) the payee does not satisfy the administrative requirements for distribution as of the date distribution is required to bemade under the Plan, or (ii) the payee or his executor or administrator does not present himself to the Administrator within areasonable period after the Administrator mails written notice of his eligibility to receive a distribution hereunder to his last
known address and makes such other diligent effort to locate the person as the Administrator determines, such as (1) providing a
distribution notice to the lost Participant at his/her last known address by certified mail, (2) checking the records of the Employer
or any related plans of the Employer, (3) sending an inquiry to the designated Beneficiary of the missing Participant, or (4) using
a commercial locater service, the internet or other general search method, that benefit will be forfeited. However, if the payee
later files a claim for that benefit, the benefit will be restored.

76

If a distribution check has been issued and is outstanding for more than the number of days specified by the Administrator andthe Administrator has been unable to locate the payee after diligent efforts have been made to do so, then except as specificallydirected by the Administrator, the amount of the check shall be re-deposited to the Plan and forfeited. However, if the payee issubsequently located, the check amount will be restored to an Account established on the payee's behalf, without adjustment forinvestment gains or losses since the date of issuance.
Any amount forfeited under this Section shall be used first to recredit prior forfeited Accounts in accordance with the provisionsof Section 14.5 and shall then be applied against the Employer Contribution obligations for the Plan Year in which the forfeiture
occurred or the immediately following Plan Year of the Employers. Forfeitures hereunder shall be allocated in the ratio which aneligible Participant's Compensation for the Plan Year from the Employers bears to the aggregate of such Compensation for all
such eligible Participants.
15.11

Distribution Pursuant to Qualified Domestic Relations Orders

Notwithstanding any other provision of the Plan to the contrary, if a qualified domestic relations order so provides, distribution
may be made to an alternate payee pursuant to a qualified domestic relations order, as defined in Code Section 414(p), regardlessof whether the Participant's Settlement Date has occurred or whether the Participant is otherwise entitled to receive a distribution
under the Plan. An alternate payee may name his or her own beneficiary to receive any benefits payable in the event of thealternate payee’s death prior to the receipt of all benefits to which the alternate payee was entitled.

77

ARTICLE XVIFORM OF PAYMENT
16.1

Form of Payment

Distribution shall be made to a Participant, or his Beneficiary, if the Participant has died, in a single sum payment.
16.2

Direct Rollover

Notwithstanding any other provision of the Plan to the contrary, in lieu of receiving distribution in the form of payment provided
under this Article, a "qualified distributee" may elect in writing, in accordance with rules prescribed by the Administrator, to havea portion or all of any "eligible rollover distribution" paid directly by the Plan to the "eligible retirement plan" designated by the"qualified distributee". Any such payment by the Plan to another "eligible retirement plan" shall be a direct rollover.
For purposes of this Section, the following terms have the following meanings:(a) An "eligible retirement plan" with respect to the Participant, the Participant's Spouse, or the Participant's former Spousemeans any of the following: (i) an individual retirement account described in Code Section 408(a), (ii) an individual
retirement annuity described in Code Section 408(b), (iii) an annuity plan described in Code Section 403(a) that accepts
rollovers, (iv) a qualified plan described in Code Section 401(a) that accepts rollovers, (v) an annuity contract described in
Code Section 403(b) that accepts rollovers, (vi) an eligible plan under Code Section 457(b) that is maintained by a state,political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and that agrees
to separately account for amounts transferred into such plan from the Plan, or (vii) a Roth IRA, as described in Code
Section 408A. Effective for rollovers to other plans made after December 18, 2015, an Eligible Retirement Plan will
include a SIMPLE IRA plan that accepts rollovers and such rollover does not include a designated Roth account.
Notwithstanding any other provision of this Section, the following special rules shall apply:(i) The portion of any "eligible rollover distribution" consisting of Roth 401(k) Contributions or Roth Rollover
Contributions may only be rolled over to another designated Roth account established for the individual under anapplicable retirement plan described in Code Section 402A(e)(1)78

or to a Roth individual retirement account described in Code Section 408A.
An "eligible retirement plan" with respect to any other "qualified distributee" means either an individual retirement
account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b) (an"IRA"). Such IRA must be treated as an IRA inherited from the deceased Participant by the "qualified distributee" andmust be established in a manner that identifies it as such.
(b) An "eligible rollover distribution" means any distribution of all or any portion of the balance of a Participant's Account;provided, however, that an eligible rollover distribution does not include the following:(i)any distribution to the extent such distribution is required under Code Section 401(a)(9).

(ii) any hardship withdrawal made in accordance with the provisions of Article XIII.
(c) A "qualified distributee" means a Participant, the Participant's surviving Spouse, the Participant's Spouse or former Spouse
who is an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), or theParticipant's non-Spouse Beneficiary who is his designated beneficiary within the meaning of Code Section 401(a)(9)(E).
16.3

Notice Regarding Form of Payment

Within the 150-day period ending 30 days before a Participant's Benefit Payment Date, the Administrator shall provide theParticipant with a written explanation of his right to defer distribution until age 62, or such later date as may be provided in thePlan, the consequences to the Participant of electing an immediate distribution of his vested Account balance instead of deferring
payment, his right to make a direct rollover, and the form of payment provided under the Plan. Distribution of the Participant's
Account may commence fewer than 30 days after such notice is provided to the Participant if (i) the Administrator clearly
informs the Participant of his right to consider his election of whether or not to make a direct rollover or to receive a distribution
prior to age 62 for a period of at least 30 days following his receipt of the notice and (ii) the Participant, after receiving the notice,affirmatively elects an early distribution.
16.4

Distribution in the Form of Employer Stock

Notwithstanding any other provision of the Plan to the contrary, to the extent that his Account is invested in Employer Stock on
the date distribution is to be made to a79

Participant, the Participant may elect to receive distribution of such Account in the form of Employer Stock.
16.5

Section 242(b)(2) Elections

Notwithstanding any other provisions of this Article, distribution on behalf of a Participant, including a 5% owner, may be madepursuant to an election under Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982 and in accordance withall of the following requirements:(a) The distribution is one which would not have disqualified the Trust under Code Section 401(a)(9) as in effect prior toamendment by the Deficit Reduction Act of 1984.
(b) The distribution is in accordance with a method of distribution elected by the Participant whose interest in the Trust is being
distributed or, if the Participant is deceased, by a Beneficiary of such Participant.
(c)Such election was in writing, was signed by the Participant or the Beneficiary, and was made before January 1, 1984.

(d) The Participant had accrued a benefit under the Plan as of December 31, 1983.
(e) The method of distribution elected by the Participant or the Beneficiary specifies the time at which distribution willcommence, the period over which distribution will be made, and in the case of any distribution upon the Participant's
death, the Beneficiaries of the Participant listed in order of priority.
A distribution upon death shall not be made under this Section unless the information in the election contains the required
information described above with respect to the distributions to be made upon the death of the Participant. For any distribution
which commences before January 1, 1984, but continues after December 31, 1983, the Participant or the Beneficiary to whomsuch distribution is being made will be presumed to have designated the method of distribution under which the distribution is
being made, if this method of distribution was specified in writing and the distribution satisfies the requirements in paragraphs (a)and (e) of this Section. If an election is revoked, any subsequent distribution will be in accordance with the other provisions of
the Plan. Any changes in the election will be considered to be a revocation of the election. However, the mere substitution or
addition of another Beneficiary (one not designated as a Beneficiary in the election), under the election will not be considered to
be a revocation of the election, so long as such substitution or addition does not alter the period over which distributions are to bemade under the election directly, or indirectly (for example, by altering the relevant measuring life).

80

ARTICLE XVIIBENEFICIARIES
17.1

Designation of Beneficiary

The Beneficiary of a Participant who does not have a Spouse shall be the person or persons designated by such Participant inaccordance with rules prescribed by the Administrator. The Beneficiary of a Participant who has a Spouse shall be his Spouse,
unless the Participant designates a person or persons other than his Spouse as Beneficiary with the written consent of his Spouse.
For purposes of this Section, a Participant shall be treated as not having a Spouse and such Spouse's consent shall not be required
if the Participant does not have a Spouse on the Participant's Benefit Payment Date.
If no Beneficiary has been designated pursuant to the provisions of this Section, or if no Beneficiary survives the Participant andhe has no surviving Spouse, then the Beneficiary under the Plan shall be the Participant's estate. For purposes of this Section, aParticipant’s Spouse or other Beneficiary is treated as surviving the Participant if he or she is alive seven days after theParticipant’s death.
If a Beneficiary dies after becoming entitled to receive a distribution under the Plan but before distribution is made to him in full,then the beneficiary designated by the Beneficiary or, if none, the estate of the deceased Beneficiary, shall be the Beneficiary as
to the balance of the distribution.
17.2

Spousal Consent Requirements

Any written consent given by a Participant's Spouse pursuant to this Article must acknowledge the effect of the action taken,
must specify any non-Spouse Beneficiary designated by the Participant and that such Beneficiary may not be changed without the
Spouse's written consent, and must be witnessed by a Plan representative or a notary public. A Participant's Spouse will bedeemed to have given written consent to the Participant's designation of Beneficiary if the Participant establishes to thesatisfaction of a Plan representative that such consent cannot be obtained because the Spouse cannot be located or because ofother circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder. Any written consent given or
deemed to have been given by a Participant's Spouse hereunder shall be valid only with respect to the Spouse who signs theconsent.
17.3

Revocation of Beneficiary Designation Upon Divorce

Notwithstanding any other provision of this Article XVII to the contrary, if a Participant designates his or her Spouse as
Beneficiary under the Plan, such designation shall81automatically become null and void as of the date of any final divorce or similar decree or order unless either (i) the Participant
re-designates such former Spouse as his or her Beneficiary after the date of the final decree or order or (ii) such former Spouse isdesignated as the Participant's Beneficiary under a qualified domestic relations order; provided, however, that such former
Spouse shall be the Participant's Beneficiary under this clause (ii) only to the extent required in accordance with the qualified
domestic relations order. Notwithstanding the foregoing, distribution of a deceased Participant’s account in accordance with his
most recent Beneficiary designation filed with the Administrator shall completely discharge the Employer, the Administrator andthe Trustee and they shall have no duty to inquire into, or act on any information concerning, whether a Participant’s marriage has
been dissolved and his Beneficiary designation thereby revoked as to his prior Spouse.

82

ARTICLE XVIIIADMINISTRATION
18.1 Authority of the Administrator
The Administrator, which shall be the administrator for purposes of ERISA and the plan administrator for purposes of the Code,shall be responsible for the administration of the Plan and, in addition to the powers and authorities expressly conferred upon it in
the Plan, shall have all such powers and authorities as may be necessary to carry out the provisions of the Plan, including thepower and authority to interpret and construe the provisions of the Plan, to make benefit determinations, and to resolve any
disputes which arise under the Plan. The Administrator may employ such attorneys, agents, and accountants as it may deem
necessary or advisable to assist in carrying out its duties hereunder. The Administrator shall be a "named fiduciary" as that term isdefined in ERISA Section 402(a)(2). The Administrator may:(a)allocate any of the powers, authority, or responsibilities for the operation and administration of the Plan (other than trustee
responsibilities as defined in ERISA Section 405(c)(3)) among named fiduciaries; and(b)designate a person or persons other than a named fiduciary to carry out any of such powers, authority, or responsibilities.

18.2

Discretionary Authority

In carrying out its duties under the Plan, including making benefit determinations, interpreting or construing the provisions of thePlan, making factual determinations, and resolving disputes, the Administrator (or any individual to whom authority has beendelegated in accordance with Section 18.1) shall have absolute discretionary authority. Any interpretation of Plan provisions andany findings of fact, including eligibility to participate and eligibility for benefits, made by the Administrator (or any named
fiduciary to whom the Administrator has allocated authority to make such interpretations and findings of fact) are final and will
not be subject to "de novo" review unless shown to be arbitrary and capricious.
18.3

Claims Review Procedure

Except to the extent that the provisions of any collective bargaining agreement provide another method of resolving claims forbenefits under the Plan, the provisions of this Section shall control whenever a claim for benefits under the Plan is filed by any
person (referred to in this Section as the "claimant") and is denied, in whole or in part. The provisions of this Section shall also
control whenever a claimant seeks a remedy under83

any provision of ERISA or other applicable law in connection with any error regarding his benefit under the Plan and such claim
is denied, in whole or in part.
Benefit claim determinations shall be made based on the applicable provisions of the Plan document and any documents ofgeneral application that interpret the Plan provisions and are maintained by the Employer or the Administrator for purposes ofmaking benefit determinations. The Administrator shall take such steps as are necessary to ensure and verify that benefit claim
determinations are made in accordance with such documents and that the Plan provisions are being applied consistently withrespect to similarly situated Claimants. All notices to Claimants will be written in a manner calculated to be understood by the
Claimant.
(a) Exhaustion of Remedies. No civil action for benefits under the Plan will be brought unless and until the Claimant has (1)submitted a timely claim for benefits in accordance with the provisions of this Section; (2) been notified by the
Administrator that the claim has been denied; (3) filed a written request for a review of the claim in accordance with theapplicable provisions of paragraphs (e) or (f) below; and (4) been notified in writing of an adverse benefit determination
on review.
(b)

Grounds for Judicial Review. Any civil action will be based solely on the contentions advanced by the Claimant in theadministrative review process, and the judicial review will be limited to the Plan document and the record developed
during the administrative review process as set forth in this Section.

(c) Definition of Disability Benefit. For purposes of this Section, the term "Disability Benefit" means a benefit that is available
under the Plan and that becomes payable upon a determination of a Participant's Disability as determined by the
Administrator. The term "Disability Benefit" does not include a benefit that, pursuant to the terms of this Plan, becomespayable upon a determination of a Participant's Disability as determined either by the Social Security Administration orunder the Sponsor's long-term disability plan.
(d)Written Claims. Any claim for benefits by the Claimant (or an authorized representative) must be filed in writing with the
Administrator; however, the Administrator may permit the filing of a claim for benefits electronically, so long as the
Administrator complies with the standards imposed by DOL Regulation Section 2520.104b-1(c)(1)(i), (iii), and (iv).

(e) Review of Non-Disability Benefit Claims. The provisions of this paragraph (e) will apply to any claim by a Claimant for aPlan benefit that is not a Disability Benefit (as defined in paragraph (c) above):84

(i) Initial Denial. Whenever the Administrator decides for any reason to deny, in whole or in part, a claim for benefits
filed by a Claimant, the Administrator will transmit to the Claimant a written or electronic notice (which electronic
notice must comply with the standards imposed by DOL Regulation Section 2520.104b-1(c)(1)(i), (iii), and (iv))
of its decision within 90 days of the date the claim was filed, unless an extension of time is necessary or the
Claimant voluntarily agrees to an extension. If special circumstances require an extension, the Administrator will
notify the Claimant before the end of the initial review period that additional review time is necessary. The notice
for an extension will (A) specify the circumstances requiring a delay and the date that a decision is expected to be
made; and (B) describe any additional information needed to resolve any unresolved issues. Unless the
Administrator requires additional information from the Claimant to process the claim, the review period cannot be
extended beyond an additional 90 days unless the Claimant voluntarily agrees to a longer extension or the
Administrator determines that special circumstances require a further extension. If special circumstances require afurther extension, the Administrator will notify the Claimant before the end of the extended review period thatfurther additional review time is necessary. The notice will describe the special circumstances requiring a further
delay and specify the date a decision is expected to be made. The Administrator cannot extend the review period
beyond an additional 90 days unless the Claimant voluntarily agrees to a longer extension. If the Administrator
requires additional information from the Claimant to process the claim and a timely notice requesting theadditional information is transmitted to the Claimant, the Claimant must provide the additional information by 90days of the date that the notice is provided, and the review period may be extended accordingly.
(ii)

85

Notice of Denial. The notice of an adverse benefit determination will be written in a manner calculated to beunderstood by the Claimant and will contain the following information: (A) the specific reason(s) for the denial;(B) reference to the specific Plan provisions on which the denial is based; (C) a description of any additional
material or information necessary for the Claimant to perfect the claim and an explanation of why such material orinformation is necessary; (D) a statement that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other information relevant to the Claimant's claim;(E) a description of the Plan's review (i.e., appeal) procedures, the time limits applicable to such procedures, andin the event of an adverse review decision, a statement describing any voluntary review procedures and theClaimant's right to obtain copies of such procedures; and (F) a statement that if the Claimant requests a review

of the Administrator's decision and the reviewing fiduciary's decision on review is adverse to the Claimant, there
is no further administrative review following such initial review, and that the Claimant then has a right to bring acivil action under ERISA Section 502(a). The notice will also include a statement advising the Claimant that,within 60 days of the date on which he receives such notice, he may obtain review of the decision of the
Administrator in accordance with the procedures in subparagraph (3).
(iii) Right to Appeal. Within the 60-day period beginning on the date the Claimant receives notice regarding dispositionof his claim, the Claimant or his authorized representative may request that the claim denial be reviewed by thereviewing fiduciary, by filing with the Administrator a written request for such review. The written request forsuch review will contain the following information: (A) the date on which the Claimant's request was received by
the Administrator, provided that the date on which the Claimant's request for review was in fact received by the
Administrator will control in the event that the date of the actual filing is later than the date stated by the Claimant
pursuant to this paragraph; (B) the specific portions of the denial of his claim which the Claimant requests thereviewing fiduciary to review; (C) a statement by the Claimant setting forth the basis upon which the Claimantbelieves the reviewing fiduciary should (i) reverse the previous denial by the Administrator of the Claimant's
claim for benefits, and (ii) accept the Claimant's claim as made; and (D) any written comments, documents,
records, and other information (offered as exhibits) which the Claimant desires the reviewing fiduciary to examine
in its consideration of the Claimant's position, without regard to whether such information was submitted orconsidered in the initial benefit determination.
(iv) Review on Appeal. Except as provided in DOL Regulation Section 2560.503-1(i)(1)(ii), within 60 days of the date
determined under clause (A) in subparagraph (3) (or, if special circumstances require an extension, within 120
days of that date if an extension notice is furnished to the Claimant within the initial 60-day period, indicating thespecial circumstances requiring an extension of time and the date by which the Plan expects to render thedetermination on review), the reviewing fiduciary will conduct a full and fair review of the Administrator's
decision denying the Claimant's claim for benefits and will render its written decision on review to the Claimant.
The review will take into account all comments, documents, records, and other information submitted by the
Claimant relating to the claim, without regard to whether such information was submitted or considered in theinitial benefit determination. The reviewing fiduciary's decision on review will be

86written in a manner calculated to be understood by the Claimant and will contain the following information: (A)the specific reasons for the denial on review; (B) reference to specific Plan provisions on which the denial isbased; (C) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access
to, and copies of, all documents, records, and other information relevant to the Claimant's claim; (D) a statement
describing any voluntary review procedures and the Claimant's right to obtain copies thereof; and (E) a statementthat the Claimant has a right to bring a civil action under ERISA Section 502(a).
(f)

Review of Disability Benefit Claims. The provisions of this paragraph (f) will apply to any claim by a Claimant for a Planbenefit that is a Disability Benefit (as defined in paragraph (c) above).
(i) Initial Denial. Whenever the Administrator decides for any reason to deny, in whole or in part, a claim for a
Disability Benefit filed by a Claimant, the Administrator will transmit to the Claimant a written or electronic
notice (which electronic notice must comply with the standards imposed by DOL Regulation Section 2520.104b1(c)(1)(i), (iii), and (iv)) of its decision within 45 days of the date the claim was filed, unless an extension of timeis necessary or the Claimant voluntarily agrees to an extension. If, prior to the expiration of the initial 45-day
period, the Administrator determines that a decision cannot be rendered within that initial 45-day period due tomatters beyond the control of the Plan, the Administrator will provide a notice to the Claimant before the end of
the 45-day review period that a 30-day extension of time is necessary. If, prior to the end of the first 30-day
extension period, the Administrator determines that a decision cannot be rendered within that first 30-day
extension period due to matters beyond the control of the Plan, the Administrator will provide a notice to the
Claimant before the end of the first 30-day extension period that an additional 30-day extension of time isnecessary. Any notice of an extension of time will (A) specify the circumstances requiring the extension of time
and the date a decision is expected to be rendered; (B) explain the standards on which entitlement to a Disability
Benefit is based; (C) state the unresolved issues that prevent a decision on the claim; and (D) describe any
additional information needed to resolve those issues. If the Administrator requires additional information fromthe Claimant to process the claim for a Disability Benefit and a timely notice requesting the additional informationis transmitted to the Claimant, the Claimant must provide the additional information by 45 days of the date that thenotice is provided, and the review period may be extended accordingly.

87

The notice requesting additional information may also serve as notice of a claim denial if the notice clearly statesthat unless the Claimant provides the requested information within the prescribed time period, the claim will bedenied for failure to provide sufficient information. A combined notice must provide both the information
described above and the information under Notice of Denial below. If additional information is required from theClaimant, the Administrator has discretion to decide whether to request the information and extend the initial
review period as described in this section or, instead, to deny the claim on the basis that there is not sufficient
information to proceed.
(ii)

88

Notice of Denial. The notice of an adverse determination for a Disability Benefit will be written in a manner andwill contain (A) the specific reasons for the denial of the claim; (B) reference to the specific Plan provisions on
which the denial is based; (C) a description of any additional material or information necessary for the Claimant toperfect the claim and an explanation of why such material or information is necessary; (D) a statement that the
Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the Claimant's claim; (E) either (1) if the claim denial is based on aninternal rule, guideline, protocol, or other similar provision, a copy of the specific rule, guideline, protocol, orother similar criterion relied upon, or (2) an affirmative statement that the claim denial is not based on an internal
rule, guideline, protocol, or other similar criterion; (F) if the claim denial is based on a medical necessity or
experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment forthe determination, applying the terms of the Plan to the Claimant's medical circumstances, or a statement that such
explanation is available upon request, free of charge; (G) a discussion of the decision, including an explanation for
disagreeing with or not following (1) the views presented by the Claimant, of health care professionals who treated
the Claimant and vocational professionals who evaluated the Claimant, (2) the views of medical or vocational
experts whose advice was obtained on behalf of the Plan in connection with the adverse benefit determination,
without regard to whether the advice was relied on in making the determination, and (3) any Disability
determinations made by the Social Security Administration; (H) a description of the review (i.e., appeal)
procedures, the time limits applicable to such procedures, and in the event of an adverse review decision, astatement describing any voluntary review procedures and the Claimant's right to obtain copies of suchprocedures; and (I) a statement that if the Claimant requests a review of the Administrator's decision and thereviewing fiduciary's decision on review is adverse to the Claimant,

that there is no further administrative review following such initial review, and that the Claimant then has a rightto bring a civil action under ERISA Section 502(a). The notice will also include a statement advising the Claimant
that, within 180 days of the date he receives such notice, he may obtain review of the decision of the
Administrator in accordance with the procedures in subparagraph (3) below.
(iii) Right to Appeal. Within the 180-day period beginning on the date the Claimant receives notice regarding
disposition of his claim, the Claimant or his authorized representative may request that the claim denial bereviewed by the reviewing fiduciary, by filing with the Administrator a written request for such review. The
written request for such review will contain the following information: (A) the date on which the Claimant's
request was received by the Administrator provided that the date on which the Claimant's request for review wasin fact received by the Administrator will control in the event that the date of the actual filing is later than the datestated by the Claimant pursuant to this paragraph; (B) the specific portions of the denial of his claim which the
Claimant requests the reviewing fiduciary to review; (C) a statement by the Claimant setting forth the basis uponwhich the Claimant believes the reviewing fiduciary should (i) reverse the previous denial by the Administrator of
the Claimant's claim for benefits, and (ii) accept the Claimant's claim as made; and (D) any written comments,
documents, records, and other information (offered as exhibits) which the Claimant desires the reviewing fiduciary
to examine in its consideration of Claimant's position, without regard to whether such information was submitted
or considered in the initial benefit determination.
(iv) Review by Alternate Fiduciary. Review of a Disability Benefit claim that has been denied in accordance with
subparagraphs (1) and (2) above will be conducted by a reviewing fiduciary who is neither the individual who
made the adverse benefit determination that is the subject of the appeal, nor the subordinate of such individual.
The review will not afford deference to the initial adverse benefit determination, but will take into account allcomments, documents, records, and other information submitted by the Claimant relating to the claim, without
regard to whether such information was submitted or considered in the initial benefit determination. If the adverse
benefit determination was based on a medical judgment, the reviewing fiduciary will consult with an appropriate
health care professional who (A) was not consulted on the original adverse benefit determination, (B) is not
subordinate to someone who was consulted on the original adverse benefit determination, and (C) has appropriate
training and experience in the field of medicine involved in the89medical judgment. The reviewing fiduciary will either (1) provide the Claimant with a list of any medical or
vocational experts whose advice was obtained on the original adverse benefit determination, without regard towhether the advice was relied upon in making the benefit determination or (2) notify the Claimant that he or she
may request, in writing, a list of such experts.
(v)

90

Review on Appeal. Except as provided in DOL Regulation Section 2560.503-1(i)(3)(ii), within 45 days of the date
determined under clause (A) in subparagraph (3) (or, if special circumstances require an extension, within 90 daysof that date; provided that an extension notice is furnished to the Claimant within the initial 45-day period, which
extension notice will indicate the special circumstances requiring an extension of time and the date by which thePlan expects to render the determination on review), the reviewing fiduciary will conduct a full and fair review of
the Administrator's decision denying the Claimant's claim for benefits and will render its written decision onreview to the Claimant. If the reviewing fiduciary anticipates denying the Claimant’s appeal, whether in whole orin part, based on new or additional evidence or a new or additional rationale, the reviewing fiduciary must provide
the Claimant with (i) the new or additional evidence considered, relied upon, or generated by or at the direction of
the Plan, the insurer, the reviewing fiduciary, or any other person making the benefit determination and/or (ii) the
new or additional rationale for the determination. The information must be provided free of charge and as soon as
possible to provide the Claimant a reasonable opportunity to review the information and submit a response before
the reviewing fiduciary is required to render its decision. The review will take into account all comments,
documents, records, and other information submitted by the Claimant relating to the claim, without regard towhether such information was submitted or considered in the initial benefit determination. The reviewing
fiduciary's decision will be provided in a culturally and linguistically appropriate manner and contain thefollowing information: (A) the specific reason(s) for the denial on review; (B) reference to specific Plan provisions
on which the denial is based; (C) a statement that the Claimant is entitled to receive, upon request and free ofcharge, reasonable access to, and copies of, all documents, records, and other information relevant to the
Claimant's claim; (D) either (1) if the claim denial is based on an internal rule, guideline, protocol, or other similar
criterion, either the specific rule, guideline, protocol, or other similar criterion or a statement that such rule,
guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copyof the rule, guideline, protocol, or other similar criterion is available upon request, free of charge or (2) anaffirmative statement thatthe claim denial is not based on an internal rule, guideline, protocol, or other similar criterion; (E) if the claim
denial is based on a medical necessity or experimental treatment or similar exclusion or limit, either an
explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the
Claimant's medical circumstances, or a statement that such explanation is available upon request, free of charge;(F) a discussion of the decision, including an explanation for disagreeing with or not following (1) the views
presented by the Claimant, of health care professionals who treated the Claimant and vocational professionals who
evaluated the Claimant; (2) the views of medical or vocational experts whose advice was obtained on behalf of thePlan in connection with the adverse benefit determination, without regard to whether the advice was relied on in
making the determination; and (3) any Disability determinations made by the Social Security Administration; (G)a statement describing any voluntary review procedures and the Claimant's right to obtain copies of suchprocedures; and (H) a statement that the Claimant has a right to bring a civil action under ERISA Section 502(a).
18.4

Special Rules Applicable to Claims Related to Investment Errors

Any person alleging that there has been a failure or error in implementing investment directions with respect to a Participant’s
Account must file a claim with the Administrator on or before the earlier of (a) 60 days (or such other number of days prescribedby the Administrator) from the mailing of a trade confirmation, account statement, or any other document, from which the error
can be discovered, or (b) one year from the date of the transaction related to the error. Any claim filed outside of such period shallbe limited to the benefit that would have been determined if the claim were timely filed, and therefore any adjustments shall becalculated for such period only.
18.5

Exhaustion of Remedies & Dispute Resolution

No civil action for benefits under the Plan shall be brought unless and until the aggrieved person has (a) submitted a timely claim
for benefits in accordance with this Article, (b) been notified by the Administrator that the claim has been denied (or such claim
is deemed denied), (c) filed a written request for a review of the claim in accordance with this Article, (d) been notified in writingof an adverse benefit determination on review, and (e) filed the civil action within 1 year of the date he receives a final adverse
determination of his claim on review and must be filed in the United States District Court for the Western District of Washington.
Any disputes related to this Plan other than a claim for benefits subject to the provisions of this Article XVIII shall be resolved
through mutually binding arbitration as outlined in Nordstrom’s Dispute Resolution Program, the terms of which are incorporated
by reference into this Plan.

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18.6

Grounds for Judicial Review

Any civil action by an aggrieved person shall be based solely on the contentions advanced by the aggrieved person in theadministrative review process and the judicial review will be limited to the Plan document and the record developed during theadministrative review process.
18.7

Qualified Domestic Relations Orders

The Administrator shall establish reasonable procedures to determine the status of domestic relations orders and to administer
distributions under domestic relations orders which are deemed to be qualified orders. Such procedures shall be in writing andshall comply with the provisions of Code Section 414(p) and regulations issued thereunder.
18.8

Correction of Erroneous Payments and Overpayments

If payment is made from the Plan to any individual to whom no payment should have been made or the amount paid to anindividual exceeds the amount to which such individual is entitled under the Plan, the Plan has an equitable lien on the erroneous
payment or the overpayment. The Administrator will correct the erroneous payment or the overpayment in accordance with therequirements of the Employee Plans Compliance Resolution System (EPCRS) program.
18.9

Indemnification

To the extent permitted by applicable law, the Sponsor hereby indemnifies any employee of an Employer who carries out any
responsibilities under the Plan, and holds them harmless from the effects, consequences, expenses, attorney fees and damages of
their acts or conduct in such capacity, except to the extent that such consequences are the result of their own willful misconduct
or breach of good faith. Such indemnification shall be in addition to any other rights such employee may have as a matter of law,or by reason of any insurance or other indemnification.
18.10 Prudent Man Standard of Care
The Plan fiduciaries shall discharge their duties under the Plan solely in the interests of Participants and Beneficiaries and, in
accordance with the requirements of ERISA Section 404(a)(1)(B), with the care, skill, prudence, and diligence under theprevailing circumstances that a prudent man acting in a like capacity and familiar with such matters would use in conducting anenterprise of like character with like aims.

9218.11 Actions Binding
Subject to the provisions of Section 18.3, any action taken by the Sponsor and/or the Administrator which is authorized,
permitted, or required under the Plan shall be final and binding upon the Employers, the Trustee, all persons who have or who
claim an interest under the Plan, and all third parties dealing with the Employers or the Trustee.

93

ARTICLE XIXAMENDMENT AND TERMINATION
19.1 Amendment by the Mass Submitter
Subject to the requirements and limitations set forth in this Article, the Mass Submitter may amend any part of the Basic Plan
Document. For purposes of this Plan, the Mass Submitter is Document Agility, Inc.
19.2 Amendment by Plan Sponsor
Subject to the provisions of Section 19.4, the CPCC may at any time and from time to time amend the Plan, either prospectively
or retroactively. The Retirement Committee has the authority to approve and adopt non-material, technical, legal compliance,
and/or administrative amendments to the Plan and shall notify the CPCC of any amendment adopted under this provision. Subject
to the requirements and limitations set forth herein, the Plan can be amended in the following manner without affecting the Plan's
status as a Pre-Approved Defined Contribution Plan: (1) changing any optional selections under the Plan, including any effective
date of a provision as permitted under the Plan; (2) adding additional language where authorized under the Plan, including
language necessary to satisfy Code Section 415 or Code Section 416 due to the required aggregation of multiple plans; (3)changing the addendums to the Plan from time to time without having to re-execute the Plan; (4) adopting any model, sample
and/or "good faith" amendments promulgated/suggested by the IRS, for which the IRS has provided guidance that their adoption
will not cause the Plan to lose reliance on the Opinion Letter and to be treated as an individually designed plan; (5) adopting any
amendments that it deems necessary to resolve qualification failures under any Employee Plans Compliance Resolution System(EPCRS) promulgated by the Internal Revenue Service; (6) adopting an amendment to cure a coverage or nondiscrimination
testing failure, as permitted under applicable Regulations; and (7) amending administrative provisions of the Plan relating toinvestments, plan claim procedures, and Employer contact information provided the amended provisions are not in conflict withany other provision of the Plan and do not cause the Plan to fail to qualify under Code Section 401; (8) amending to adjust forlimitations provided under Code Section 415, Section 402(g), Section 401(a)(17) and Section 414(q)(1)(B) to reflect annual costof-living increases, other than to add automatic cost-of-living adjustments to the plan; and (9) making interim amendment or
discretionary amendment that are related to a change in qualification requirements. Any amendment to the Plan under this Section
applies to any Employer that participates under the Plan. The amendment of the Plan from one type of defined contribution plan
into another type of defined contribution plan will not result in a partial termination or any other event that would require fullvesting of some or all Participants. Any other94amendments to the Plan will result in the Sponsor no longer having reliance on the Opinion Letter, however, in the cases where
the Employer is switching from an individually-designed plan or from one Pre-Approved Defined Contribution Plan to another, alist of Code Section 411(d)(6) protected benefits will not be considered an impermissible amendment to the Plan.
19.3 Amendment by Provider
Subject to the requirements and limitations set forth in subparagraphs (a), (b) and (c) below, the Provider may amend any part of
the Plan without the consent of the Sponsor without the necessity of re-execution of the Plan. The Provider will provide each Plan
Sponsor with a copy of any such amendment either by providing a copy of the amendment, by providing substitute or additional
pages, or by providing a restated Plan. For purposes of amendments made by the Provider, the Plan Sponsor can override any
such amendment by executing another amendment by the end of the applicable remedial amendment period that applies to such
amendment.
(a) Any Plan amendments adopted by the Provider will amend the Plan on behalf of all adopting Employers (including those
Employers who have adopted the Plan prior to such amendment) for changes in the Code, the Regulations, revenue
rulings, other statements published by the Internal Revenue Service (including model, sample or other required good faithamendments, but only if their adoption will not cause the Plan to be individually designed), and for corrections of priorapproved plans. These amendments will be applied to all Employers who have adopted the Plan.
(b) The Provider may amend any part of the Plan, however, for purposes of reliance on an Opinion Letter, the Provider will nolonger have authority to amend the Plan on behalf of an adopting Employer as of the date (A) the Internal Revenue
Service requires the Employer to file Form 5300 as an individually designed plan as a result of an Employer amendment
to incorporate a type of plan not allowed in the Pre-Approved Defined Contribution Plan program, as described in section
6.03 of Revenue Procedure 2017-41, or (B) the Internal Revenue Service notifies the Employer, in accordance withsection 8.06(3) of Revenue Procedure 2017-41 that the Plan is otherwise considered an individually designed plan due tothe nature and extent of the amendments. For the purposes of Provider amendments, the Mass Submitter shall berecognized as the agent of the Provider. If the Provider does not adopt the amendments made by the Mass Submitter, it
will no longer be identical to or a minor modifier of the Mass Submitter Plan.
(c) The Provider will maintain, or have maintained on its behalf, a record of the Employers that have adopted the Plan, and will
make reasonable and diligent efforts to ensure that each adopting Employer has actually received and is aware95

of all Plan amendments and that each such Employer adopts new documents when necessary. Notwithstanding theforegoing, where this Plan is not provided to the Sponsor directly by the Provider but rather by a third party such as a law
firm, an actuarial firm, an insurance company, an accounting firm, or a third party administration firm, the responsibility
to make reasonable and diligent efforts to ensure that each adopting Employer has actually received and is aware of all
amendments and that each such Employer adopts new documents when necessary will be the responsibility of such third
party, and the Provider's responsibility will be limited to making reasonable and diligent efforts to ensure that such third
party is aware of all Plan amendments. However, the Provider will have no further obligations under this subparagraphafter such third party terminates its business relationship with the Provider, in which case the terms of Section 19.9 will
apply.
For purposes of this section, the term "Mass Submitter" means a person, firm or organization meeting the requirements ofSection 4.04 and Section 10 of Revenue Procedure 2017-41.
For purposes of this section, the term "Provider" means any person that (1) has an established place of business in the UnitedStates where it is accessible during every business day, and (2) represents to the IRS in its application for an Opinion Letter that it
has at least 15 employer-clients, each of which is reasonably expected to adopt the same Pre-Approved Plan of the Provider. By
submitting an application for Opinion Letter for a Pre-Approved Plan, the Provider agrees to comply with any requirements
imposed by Revenue Procedure 2017-41, as may be amended, with the understanding that failure to comply may result in the lossof eligibility to offer such Pre-Approved Plans and the revocation of Opinion Letters that have been issued to the Provider. The
Provider of this Pre-Approved Defined Contribution Plan is defined at Section 1.1.
The term "Opinion Letter" means a non-transferrable written statement issued by the Internal Revenue Service (IRS) to a
Provider or Mass Submitter as to the qualification in form of a plan under Code Section 401, Section 403(a) or both Section 401
and Section 4975(e)(7). Opinion Letters do not constitute rulings or determinations as to the exempt status of related trusts orcustodial accounts under Code Section 501(a) or Title I issues administered by the Department of Labor (DOL). Adopting
Employers may generally rely on the Plan’s Opinion Letter as evidence that the Plan is qualified under Code Section 401 only tothe extent provided in Revenue Procedure 2017-41 and provided such Employer has not amended the Plan other than to choose
options provided under the Plan or to make amendments as permitted. The Employer may not rely on the Opinion Letter incertain other circumstances or with respect to certain qualification requirements, which are specified in the Opinion letter issued
with respect to the Plan and in Revenue Procedure 2017-41.

96

The term "Pre-Approved Defined Contribution Plan" means a plan, the form of which is the subject of a favorable Opinion
Letter from the Internal Revenue Service.
19.4

Limitation on Amendment

No amendment to the Plan shall be effective to the extent that it has the effect of decreasing a Participant's accrued benefit. This
includes a Plan amendment that decreases a Participant’s accrued benefit, or otherwise places greater restrictions or conditions
on a Participant’s rights to Code Section 411(d)(6) protected benefits, even if the amendment merely adds a restriction orcondition that is permitted under the vesting rules in Code Section 411(a)(3) through (11). Notwithstanding the preceding
sentence, a Participant's account balance may be reduced to the extent permitted under Code Section 412(d)(2) or to the extent
permitted under Regulations Sections 1.411(d)-3 and 1.411(d)-4. For purposes of this paragraph, a Plan amendment which has
the effect of decreasing a Participant's account balance, with respect to benefits attributable to service before the amendment,
shall be treated as reducing an accrued benefit. Furthermore, if the vesting schedule of a Plan is amended, in the case of an
Employee who is a Participant as of the later of the date such amendment is adopted or the date it becomes effective, thenonforfeitable percentage (determined as of such date) of such Employee's Employer-derived accrued benefit will not be lessthan the percentage computed under the Plan without regard to such amendment.
No amendment to the Plan shall be effective to eliminate or restrict an optional form of benefit. The preceding sentence shall not
apply to a Plan amendment that eliminates or restricts the ability of a Participant to receive payment of his or her account balance
under a particular optional form of benefit if the amendment provides a single-sum distribution form that is otherwise identical tothe optional form of benefit being eliminated or restricted. For this purpose, a single-sum distribution form is otherwise identical
only if the single-sum distribution form is identical in all respects to the eliminated or restricted optional form of benefit (orwould be identical except that it provides greater rights to the Participant) except with respect to the timing of payments after
commencement.
19.5 Termination
The CPCC reserves the right, by resolution or similar action, to terminate the Plan as to all Employers at any time (the effective
date of such termination being hereinafter referred to as the "termination date"). Upon any such termination of the Plan, thefollowing actions shall be taken for the benefit of Participants and Beneficiaries:(a) As of the termination date, each Investment Fund shall be valued and all Accounts and Sub-Accounts shall be adjusted in
the manner provided in Article XI, with any unallocated contributions or forfeitures being allocated as of the termination
date in the manner otherwise provided in the Plan. In determining the net worth of the Trust, there shall be included as aliability such amounts as shall be necessary97to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the property of
the Trust, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income.
(b) All Accounts shall then be disposed of to or for the benefit of each Participant or Beneficiary in accordance with theprovisions of Article XV as if the termination date were his Settlement Date; provided, however, that notwithstanding theprovisions of Article XV, if the Plan does not offer an annuity option and if neither his Employer nor a Related Employer
establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7)), the Participant's written consent to the commencement of distribution shall not be required
regardless of the value of the vested portions of his Account.
(c)

Notwithstanding the provisions of paragraph (b) of this Section, no distribution shall be made to a Participant of any portionof the balance of his 401(k) Contributions Sub-Account on account of Plan termination (other than a distribution made inaccordance with Article XIII or required in accordance with Code Section 401(a)(9)) unless (i) neither his Employer nor a
Related Employer establishes or maintains another defined contribution plan (other than an employee stock ownershipplan as defined in Code Section 4975(e)(7), a tax credit employee stock ownership plan as defined in Code Section 409, a
simplified employee pension as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a
plan or contract that meets the requirements of Code Section 403(b), or a plan that is described in Code Section 457(b) or(f)) either at the time the Plan is terminated or at any time during the period ending 12 months after distribution of all
assets from the Plan; provided, however, that this provision shall not apply if fewer than 2% of the Eligible Employees
under the Plan were eligible to participate at any time in such other defined contribution plan during the 24 month period
beginning 12 months before the Plan termination, and (ii) the distribution the Participant receives is a "lump sum
distribution" as defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), and (IV) of sub paragraph (D)(i) thereof.

Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination, the vested interest of eachParticipant and Beneficiary in his Employer Contributions Sub-Account shall be 100%; and, if there is a partial termination of thePlan, the vested interest of each Participant and Beneficiary who is affected by the partial termination in his Employer
Contributions Sub-Account shall be 100%. For purposes of the preceding sentence only, the Plan shall be deemed to terminate
automatically if there shall be a complete discontinuance of contributions hereunder by all Employers.

98

19.6

Inability to Locate Payee on Plan Termination

If distribution of a Participant's Account is to be made to the Participant, his Beneficiary, or an alternate payee under a qualified
domestic relations order (a "payee") on account of the termination of the Plan, and such payee does not present himself to the
Administrator within a reasonable period after the Administrator sends written notice of his eligibility to receive a distribution
hereunder to his last known address and makes such other diligent effort to locate the person as the Administrator determines,
distribution of such Account shall be made at the direction of the Administrator through a direct rollover to an individual
retirement plan established on behalf of the payee with a provider selected by the Administrator, transfer to another "eligible
retirement plan", as defined in the Section of Article XVI entitled "Direct Rollovers", or payment to the Pension Benefit
Guaranty Corporation missing participant program.
19.7

Reorganization

The merger, consolidation, or liquidation of any Employer with or into any other Employer or a Related Employer shall notconstitute a termination of the Plan as to such Employer.
19.8 Withdrawal of an Employer
An Employer other than the Sponsor may withdraw from the Plan at any time upon notice in writing to the Administrator (theeffective date of such withdrawal being hereinafter referred to as the "withdrawal date") and shall thereupon cease to be an
Employer for all purposes of the Plan. An Employer shall be deemed automatically to withdraw from the Plan in the event of its
complete discontinuance of contributions, or, subject to Section 19.7 and unless the Sponsor otherwise directs, it ceases to be a
Related Employer of the Sponsor or any other Employer. Upon the withdrawal of an Employer, the withdrawing Employer shalldetermine whether a partial termination has occurred with respect to its Employees. In the event that the withdrawing Employer
determines a partial termination has occurred, the action specified in Section 19.5 shall be taken as of the withdrawal date, as on atermination of the Plan, but with respect only to Participants who are employed solely by the withdrawing Employer, and who,
upon such withdrawal, are neither transferred to nor continued in employment with any other Employer or a Related Employer.
The interest of any Participant employed by the withdrawing Employer who is transferred to or continues in employment withany other Employer or a Related Employer, and the interest of any Participant employed solely by an Employer or a Related
Employer other than the withdrawing Employer, shall remain unaffected by such withdrawal; no adjustment to his Accounts shallbe made by reason of the withdrawal; and he shall continue as a Participant hereunder subject to the remaining provisions of the
Plan.

99

19.9

Loss of Pre-Approved Plan Status

Notwithstanding any provision in this Plan to the contrary, if this Plan is provided to the Plan Sponsor by a third party (e.g., a law
firm, an actuarial firm, an insurance company, an accounting firm, a third party administration firm, etc.) rather than by theProvider directly, and (a) such third party subsequently terminates its business relationship with the Provider for any reason, or(b) the Provider subsequently terminates its business relationship with such third party for any reason, or (c) the Plan Sponsor
subsequently terminates its business relationship with such third party, then this Plan will no longer be considered a PreApproved Defined Contribution Plan, but rather will be considered an individually designed plan, and the Provider will have nofurther responsibilities or obligations with respect to the Plan or the Plan Sponsor.

100

ARTICLE XXADOPTION BY OTHER ENTITIES
20.1 Adoption by Related Employers
A Related Employer may, with the consent of the Administrator, adopt the Plan and become an Employer hereunder by causing
an appropriate written instrument evidencing such adoption to be executed in accordance with the requirements of its
organizational authority. Any such instrument shall specify the effective date of the adoption.
20.2

Effective Plan Provisions

An Employer who adopts the Plan shall be bound by the provisions of the Plan in effect at the time of the adoption and as
subsequently in effect because of any amendment to the Plan.

101

ARTICLE XXIMISCELLANEOUS PROVISIONS
21.1

No Commitment as to Employment

Nothing contained herein shall be construed as a commitment or agreement upon the part of any person to continue his
employment with an Employer or Related Employer, or as a commitment on the part of any Employer or Related Employer tocontinue the employment, compensation, or benefits of any person for any period.
21.2

Benefits

Nothing in the Plan nor the Trust Agreement shall be construed to confer any right or claim upon any person, firm, or corporation
other than the Employers, the Trustee, Participants, and Beneficiaries.
21.3

No Guarantees

The Employers, the Administrator, and the Trustee do not guarantee the Trust from loss or depreciation, nor do they guarantee thepayment of any amount which may become due to any person hereunder.
21.4

Expenses

The expenses of operation and administration of the Plan, including the expenses of the Administrator, shall be paid from theTrust, unless the Sponsor elects to make payment. To the extent paid from the Trust, administrative expenses shall be allocatedamong Participants' Accounts.
Notwithstanding the foregoing, the costs incident to the management of the assets of an Investment Fund or to the purchase orsale of securities held in an Investment Fund shall be allocable to Accounts invested in such Investment Fund and administrative
expenses that are incurred directly with respect to an individual Participant's Account will be allocated to that Account.
21.5

Precedent

Except as otherwise specifically provided, no action taken in accordance with the Plan shall be construed or relied upon as aprecedent for similar action under similar circumstances.

102

21.6

Duty to Furnish Information

The Employers, the Administrator, and the Trustee shall furnish to any of the others any documents, reports, returns, statements,
or other information that the other reasonably deems necessary to perform its duties hereunder or otherwise imposed by law.
21.7

Merger, Consolidation, or Transfer of Plan Assets

The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to anotherplan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Participant in the Plan would
receive a benefit under the Plan which is at least equal to the benefit he would have received immediately prior to such merger,
consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).
21.8

Condition on Employer Contributions

Notwithstanding anything to the contrary contained in the Plan or the Trust Agreement, any contribution of an Employer
hereunder is conditioned upon the continued qualification of the Plan under Code Section 401(a), the exempt status of the Trustunder Code Section 501(a), and the deductibility of the contribution under Code Section 404. Except as otherwise provided inthis Section and Section 21.9, however, in no event shall any portion of the property of the Trust ever revert to or otherwise inure
to the benefit of an Employer or any Related Employer.
21.9

Return of Contributions to an Employer

Notwithstanding any other provision of the Plan or the Trust Agreement to the contrary, in the event any contribution of an
Employer made hereunder:(a)is made under a mistake of fact, or(b)

is disallowed as a deduction under Code Section 404,

such contribution, reduced for any losses experienced by the Trust Fund, may be returned to the Employer within one year after
the payment of the contribution or the disallowance of the deduction to the extent disallowed, whichever is applicable. If thecontribution is returned because of a mistake of fact, the amount returned will be reduced for any losses experienced by the TrustFund. In the event the Plan does not initially qualify under Code Section 401(a), any contribution of an Employer madehereunder may be returned to the Employer within one year of the date of denial of the initial qualification of the Plan, but only if
an application for determination was made within the period of time prescribed under ERISA Section 403(c)(2)(B).

103

21.10 Validity of Plan
The validity of the Plan shall be determined, and the Plan shall be construed and interpreted in accordance with the laws of thestate of Washington, except as preempted by applicable Federal law. The invalidity or illegality of any provision of the Plan shallnot affect the legality or validity of any other part thereof.
21.11 Trust Agreement
The Trust Agreement and the Trust maintained thereunder shall be deemed to be a part of the Plan as if fully set forth herein andthe provisions of the Trust Agreement are hereby incorporated by reference into the Plan.
21.12 Parties Bound
The Plan shall be binding upon the Employers, all Participants and Beneficiaries hereunder, and, as the case may be, the heirs,
executors, administrators, successors, and assigns of each of them.
21.13 Application of Certain Plan Provisions
For purposes of the general administrative provisions and limitations of the Plan, a Participant's Beneficiary or alternate payee
under a qualified domestic relations order shall be treated as any other person entitled to receive benefits under the Plan. Uponany termination of the Plan, any such Beneficiary or alternate payee under a qualified domestic relations order who has aninterest under the Plan at the time of such termination, which does not cease by reason thereof, shall be deemed to be a
Participant for all purposes of the Plan. A Participant's Beneficiary, if the Participant has died, or alternate payee under a qualified
domestic relations order shall be treated as a Participant for purposes of directing investments as provided in Article X.
21.14 Merged Plans
In the event another defined contribution plan (the "merged plan") is merged into and made a part of the Plan, each Employee
who was eligible to participate in the "merged plan" immediately prior to the merger shall become an Eligible Employee on thedate of the merger. In no event shall a Participant's vested interest in his Sub-Account attributable to amounts transferred to thePlan from the "merged plan" (his "transferee Sub-Account") on and after the merger be less than his vested interest in his accountunder the "merged plan" immediately prior to the merger. Notwithstanding any other provision of the Plan to the contrary, aParticipant's service credited for eligibility and vesting purposes under the "merged plan" as of the merger, if any, shall be
included as Eligibility and Vesting Service under the Plan to the extent Eligibility and Vesting Service are credited under the Plan.
Special provisions applicable to a Participant's

104

"transferee Sub-Account", if any, shall be specifically reflected in the Plan or in an Addendum to the Plan.
21.15 Transferred Funds
If funds from another qualified plan are transferred or merged into the Plan, such funds shall be held and administered inaccordance with any restrictions applicable to them under such other plan to the extent required by law and shall be accounted forseparately to the extent necessary to accomplish the foregoing.
21.16 Veterans Reemployment Rights
Notwithstanding any other provision of the Plan to the contrary, contributions, benefits, and service credit with respect toqualified military service shall be provided in accordance with Code Section 414(u). Any contributions required to be made inaccordance with this Section shall be contributed to the Plan within the time period prescribed under applicable regulations orother guidance. Any Matching Contributions required to be made because of 401(k) Contributions made by a Participant inaccordance with the provisions of Code Section 414(u), shall be contributed to the Plan as soon as administratively practicable
after the date on which the Participant's contributions are paid to the Plan. The Administrator shall notify the Trustee of any
Participant with respect to whom additional contributions are made because of qualified military service. In addition, any
Matching Contributions required to be made because of 401(k) Contributions made by a Participant in accordance with theprovisions of Code Section 414(u), shall not be included in applying the limitations on Matching Contributions described in
Article VII.
An Employee who is absent from employment because of qualified military service shall be treated as on furlough or leave solely
for purposes of complying with the requirements of Code Section 414(u). Otherwise, such an Employee shall be treated as having
terminated employment with the Employer if and to the extent provided under the Employer's standard policy governingabsences because of military service.
If a Participant who is absent from employment as a Covered Employee because of military service dies while performing
qualified military service (as defined in Code Section 414(u)), the Participant shall be treated as having returned to employment
as a Covered Employee on the day immediately preceding his death for purposes of determining the Participant's vested interestin his Account and his Beneficiary's eligibility for a death benefit under the Plan. Notwithstanding the foregoing, such a
Participant shall not be entitled to additional contributions with respect to his period of military leave.

10521.17 Delivery of Cash Amounts
To the extent that the Plan requires the Employers to deliver cash amounts to the Trustee, such delivery may be made through anymeans acceptable to the Trustee, including wire transfer.
21.18 Written Communications
Any communication among the Employers, the Administrator, and the Trustee that is stipulated under the Plan to be made inwriting may be made in any medium that is acceptable to the receiving party and permitted under applicable law.
21.19 Direct Transfer of Contributions
Any Employee, including an Employee who has not yet satisfied any age and/or service requirements to become an Eligible
Employee under the Plan, may, with the approval of the Administrator, have Transfer Contributions made to the Plan on hisbehalf by causing assets to be directly transferred by the trustee of another qualified retirement plan to the Trustee of the Plan.
Amounts contributed to the Plan through a direct rollover shall not constitute Transfer Contributions.
Transfer Contributions made on behalf of an Employee shall be deposited in the Trust and credited to a Transfer Contributions
Sub-Account established in the Employee's name. Such Sub-Account shall share in the allocation of earnings, losses, andexpenses of the Trust Fund(s) in which it is invested but shall not share in allocations of Employer Contributions.
In the event a Transfer Contribution is made on behalf of an Employee who has not yet satisfied the requirements to become an
Eligible Employee under the Plan, such Transfer Contributions Sub-Account shall represent the Employee's sole interest in thePlan until he becomes an Eligible Employee.
21.20 Plan Correction Procedures
The Employer shall take such action as it deems necessary to correct any Plan failure, including, but not limited to, omission of
an Eligible Employee, inclusion of an ineligible Employee, operational failures, documentation failures (such as a failure totimely amend), failures affecting Plan qualification, etc. as required by the Employee Plans Compliance Resolution System, as set
forth in Revenue Procedure 2016-51, or any superseding guidance ("EPCRS").

106

In the event of a fiduciary breach or a prohibited transaction, correction shall be made in accordance with the requirements of
ERISA and the Code.

107

ARTICLE XXII
TOP-HEAVY PROVISIONS
22.1

Definitions

For purposes of this Article, the following terms shall have the following meanings:
The "compensation" of an employee means his "415 compensation" as defined in Section 7.1.
The "determination date" with respect to any Plan Year means the last day of the preceding Plan Year, except that the"determination date" with respect to the first Plan Year of the Plan, shall mean the last day of such Plan Year.
A "key employee" means any Employee or former Employee (including any deceased Employee) who at any time during thePlan Year that includes the "determination date" was an officer of an Employer or a Related Employer having annual"compensation" greater than $165,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December
31, 2012), a 5% owner of an Employer or a Related Employer, or a 1% owner of an Employer or a Related Employer having
annual "compensation" of more than $150,000.
A "non-key employee" means any Employee who is not a "key employee".
A "permissive aggregation group" means those plans included in each Employer's "required aggregation group" together withany other plan or plans of the Employer or any Related Employer, so long as the entire group of plans would continue to meet therequirements of Code Sections 401(a)(4) and 410.
A "required aggregation group" means the group of tax-qualified plans maintained by an Employer or a Related Employer
consisting of each plan in which a "key employee" participates or participated at any time during the Plan Year containing the"determination date" or any of the 4 preceding Plan Years (regardless of whether the plan has terminated) and each other plan thatenables a plan in which a "key employee" participates to meet the requirements of Code Section 401(a)(4) or Code Section 410.
A "top-heavy group" with respect to a particular Plan Year means a "required" or "permissive aggregation group" if the sum, asof the "determination date", of the present value of the cumulative accrued benefits for "key employees" under all defined benefit
plans included in such group and the aggregate of the account balances of "key108

employees" under all defined contribution plans included in such group exceeds 60% of a similar sum determined for all
employees covered by the plans included in such group.
A "top-heavy plan" with respect to a particular Plan Year means (i) in the case of a defined contribution plan (including any
simplified employee pension plan), a plan for which, as of the "determination date", the aggregate of the accounts (within themeaning of Code Section 416(g) and the regulations and rulings thereunder) of "key employees" exceeds 60% of the aggregate of
the accounts of all participants under the plan, with the accounts valued as of the relevant valuation date and increased for any
distribution of an account balance made during the one-year period ending on the "determination date" (5-year period ending on
the "determination date" if distribution is made for any reason other than severance from employment, death, or disability), (ii) in
the case of a defined benefit plan, a plan for which, as of the "determination date", the present value of the cumulative accrued
benefits payable under the plan (within the meaning of Code Section 416(g) and the regulations and rulings thereunder) to "keyemployees" exceeds 60% of the present value of the cumulative accrued benefits under the plan for all employees, with thepresent value of accrued benefits for employees (other than "key employees") to be determined under the accrual method
uniformly used under all plans maintained by an Employer or, if no such method exists, under the slowest accrual method
permitted under the fractional accrual rate of Code Section 411(b)(1)(C) and including the present value of any part of any
accrued benefits distributed during the one-year period ending on the "determination date" (5-year period ending on the"determination date" if distribution is made for any reason other than severance from employment, death, or disability), and (iii)any plan (including any simplified employee pension plan) included in a "required aggregation group" that is a "top-heavygroup". For purposes of this paragraph, the accounts and accrued benefits of any employee who has not performed services for an
Employer or a Related Employer during the one-year period ending on the "determination date" shall be disregarded. For
purposes of this paragraph, the present value of cumulative accrued benefits under a defined benefit plan for purposes of topheavy determinations shall be calculated using the actuarial assumptions otherwise employed under such plan, except that thesame actuarial assumptions shall be used for all plans within a "required" or "permissive aggregation group". A Participant's
interest in the Plan attributable to any Rollover Contributions, except Rollover Contributions made from a plan maintained by an
Employer or a Related Employer, shall not be considered in determining whether the Plan is a "top-heavy plan". Notwithstanding
the foregoing, if a plan is included in a "required" or "permissive aggregation group" that is not a "top-heavy group", such plan
shall not be a "top-heavy plan".
The "valuation date" with respect to any "determination date" means the most recent Valuation Date occurring within the 12month period ending on the "determination date".

10922.2 Applicability
Notwithstanding any other provision of the Plan to the contrary, the provisions of this Article shall be applicable during any Plan
Year in which the Plan is determined to be a "top-heavy plan" as hereinafter defined, unless no amounts are allocated to any
Eligible Employee's Account for the Plan Year, other than 401(k) Contributions that satisfy non-discrimination requirements
using the safe harbor method described in Treasury Regulations Section 1.401(k)-3 and QACA Safe Harbor Matching
Contributions.
22.3

Minimum Employer Contribution

If the Plan is determined to be a "top-heavy plan" for a Plan Year, the Employer Contributions allocated to the Account of each"non-key employee" who is an Eligible Employee and who is employed by an Employer or a Related Employer on the last day ofsuch top-heavy Plan Year shall be no less than the lesser of (i) 3% of his "compensation" or (ii) the largest percentage of"compensation" that is allocated as an Employer Contribution and/or 401(k) Contribution for such Plan Year to the Account ofany "key employee"; except that, in the event the Plan is part of a "required aggregation group", and the Plan enables a defined
benefit plan included in such group to meet the requirements of Code Section 401(a)(4) or 410, the minimum allocation of
Employer Contributions to each such "non-key employee" shall be 3% of the "compensation" of such "non key employee". Any
minimum allocation to a "non-key employee" required by this Section shall be made without regard to any social security
contribution made on behalf of the "non-key employee", his number of hours of service, his level of "compensation", or whether
he declined to make elective or mandatory contributions.
Employer Contributions allocated to a Participant's Account in accordance with this Section shall be considered "annual
additions" under Article VII for the "limitation year" for which they are made and shall be separately accounted for. Employer
Contributions allocated to a Participant's Account shall be allocated upon receipt among the Investment Funds in accordance with
the Participant's currently effective investment election.
22.4

Exclusion of Collectively-Bargained Employees

Notwithstanding any other provision of this Article, Employees who are covered by an agreement that the Secretary of Labor
finds to be a collective bargaining agreement between employee representatives and one or more employers shall not be entitledto a minimum allocation or accelerated vesting under this Article, unless otherwise provided in the collective bargaining
agreement.

110

***
The adopting Employer may rely on an Opinion Letter issued by the Internal Revenue Service as evidence that the plan isqualified under Code Section 401(a) only to the extent provided in Revenue Procedure 2017-41. The Employer may not relyon the Opinion Letter in certain other circumstances or with respect to certain qualification requirements that are specified in
the Opinion Letter issued with respect to this Basic Plan Document #16 and in Revenue Procedure 2017-41. The
appropriateness of the adoption of this Plan, its qualification with the IRS, and the tax and employee benefit consequences
are the responsibility of the Employer and its tax and legal advisors. Failure to properly complete and execute this Plan may
result in disqualification. In order to have reliance in such circumstances, application for a determination letter must be madeto Employee Plans Determinations of the Internal Revenue Service. Questions regarding adoption of this Plan, the intended
meaning of any plan provisions, or the effect of the Opinion Letter issued by the Internal Revenue Service with respect tothis Basic Plan Document #16 may be addressed to the Provider or agent designated for such purpose.

EXECUTED AT Seattle, Washington, this 23rd day of August, 2024.
NORDSTROM, INC.
/s/ Lisa Price
By: Lisa Price
Title: Chief Human
Officer

111

Resources

Exhibit 10.2

NORDSTROM
DEFERRED COMPENSATION PLAN
2024 Restatement
As Adopted on August 20, 2024

NORDSTROM
DEFERRED COMPENSATION PLAN
(2024 Restatement)
TABLE OF CONTENTS
ARTICLE I 1
1.1 Title 1
1.2 Purpose 1
1.3 Effective Date 1
ARTICLE II 1
2.1 Eligible Employee 1
2.2 Entry Date 1
2.3 When Participation Begins 2
2.4 Suspension of Participation 2
2.5 When Participation Ends 2
ARTICLE III 3
3.1 Deferral Elections 3
3.2 Amount of Deferral 4
3.3 Company Contribution Allocations 5
3.4 Deferral of Separation Payments Prohibited
3.5 Requirement for Deferral Agreement 8
3.6 Applicability of Deferral Agreement 88

ARTICLE IV 9
4.1 Account 9
4.2 Time of Crediting Accounts 9
4.3 Participant Deemed Investments 10
4.4 Investments by the Company 10
4.5 Limited Effect of Allocation 10
4.6 Report of Account 10
ARTICLE V 11
5.1 Ownership Rights in Account 11
5.2 Rights in Plan are Unfunded and Unsecured 11
5.3 No Transfer of Interest in Plan Allowed 11
5.4 Plan Binding Upon Parties 12
5.5 Application of Clawback Policy 12
ARTICLE VI 12
6.1 Separation Distributions 12
6.2 In-Service Distributions 13
6.3 Pre-Retirement Separation 14
6.4 Payment Commencement Date 15i6.5 Delayed Payment Date 15
6.6 Changing the Time or Form of Distribution 15
6.7 Cash and Stock Distributions 16
6.8 Postponement of Non-Deductible Distributions 16
6.9 Acceleration of Payment 18
6.10 Post-Distribution Allocations 18
ARTICLE VII 18
7.1 Designation of Beneficiary 18
7.2 Married Participants 18
7.3 Deemed Beneficiary 18
7.4 Surviving Beneficiary 18
7.5 Distribution of Account Balance at Death 19
7.6 Determination of Beneficiary 19
7.7 Payments to Minor or Incapacitated Beneficiaries 19
ARTICLE VIII 19
8.1 Plan Administrator 19
8.2 Powers and Authority of the Plan Administrator
8.3 Delegation of Powers and Authority 19
8.4 Reliance on Opinions 20
8.5 Information 20
8.6 Indemnification 20
ARTICLE IX 20
9.1 Submission of Claim 20
9.2 Denial of Claim 20
9.3 Review of Denied Claim 20
9.4 Decision upon Review of Denied Claim
ARTICLE X

19

21

21

ARTICLE XI 21
11.1 No Employment Contract 21
11.2 Dispute Resolution 21
11.3 Employee Cooperation 22
11.4 Illegality and Invalidity 22
11.5 Required Notice 22
11.6 Interest of Participant’s Spouse 22
11.7 Tax Liabilities from Plan 22
11.8 Benefits Nonexclusive 22
11.9 Discharge of Company Obligation 22
11.10 Costs of Enforcement 23
11.11 Gender and Case 23
11.12 Titles and Headings 23
11.13 Applicable Law 23ii

11.14 Additional Definitions 23

iii

ARTICLE I
TITLE, PURPOSE AND EFFECTIVE DATE
1.1
Title. This plan shall be known as the Nordstrom Deferred Compensation Plan, and any reference in this instrument to the“Plan” or “DCP” shall include the plan as described herein and as amended from time to time.
1.2
Purpose. The Plan is intended to constitute an unfunded plan maintained primarily for the purpose of providing an
opportunity for deferred compensation for a select group of management or highly compensated employees, within the meaningof Section 201(2), 301(a)(3) and 401(a)(4) of the Employee Retirement Income Security Act of 1974 (“ERISA”), of Nordstrom,
Inc., a Washington corporation, (the “Company”) and its United States subsidiaries and affiliates.
1.3
Effective Date. The Plan was originally effective as of January 1, 1994. The Plan was previously amended to comply with
Section 409A of the Code. Amounts deferred and vested prior to January 1, 2005 (and investment gains and losses attributable tosuch amounts) are governed by the 2003 Restatement and any amendments to the 2003 Restatement. Amounts initially deferredand vested after December 31, 2004 and before January 1, 2008 were subject to the provisions of the 2007 Restatement, except tothe extent modified by transition rules separately documented by the Company. The Plan was also amended and restated with the2014 Restatement, 2017 Restatement, 2019 Restatement and 2022 Restatement. This 2024 Restatement is effective August 20,
2024.
ARTICLE II
ELIGIBILITY
2.1
Eligible Employee. An “Eligible Employee” means, for any Plan Year, any employee of the Company or a U.S. subsidiaryor affiliate who is (a) expressly selected by the Plan Administrator, in its sole discretion, to participate in the Plan, and (b) amember of a select group of management or highly compensated employees, within the meaning of Section 201(2), 301(a)(3) and401(a)(4) of ERISA. In lieu of expressly selecting Eligible Employees for Plan participation, the Plan Administrator may
establish eligibility criteria (consistent with the requirements of this Section) providing for participation of all employees who
satisfy such criteria. The Plan Administrator may at any time, in its sole discretion, change the eligibility criteria for Eligible
Employees, or determine that one or more Participants will cease to be an Eligible Employee. Subject to the provisions of thePlan, all Eligible Employees will be eligible to defer compensation and receive benefits at the time and in the manner provided
hereunder.
2.2

Entry Date. An Eligible Employee shall be eligible to participate in the Plan as follows:1(a) Eligible Employees who are first hired during a Plan Year shall be eligible to participate in the Plan on March 1,
June 1 or September 1 following the date he or she first becomes an Eligible Employee.
(b) All other Eligible Employees shall be eligible to participate in the Plan on January 1 of the year following the year inwhich he or she became an Eligible Employee.
2.3
When Participation Begins. An Eligible Employee becomes a “Participant” in the Plan for the Plan Year when he or she
elects to defer a portion of Eligible Compensation during the applicable Election Period pursuant to the terms of the Plan and
Article III. The “Election Period” is either the Annual Election Period or, for newly hired and Eligible Employees, the Initial
Election Period, determined as follows:(a) Annual Election Period. “Annual Election Period” means the period designated each year during which Eligible
Employees submit their elections to defer compensation. The Plan Administrator has discretion to establish the Annual Election
Period and may establish different Annual Election Periods for different types of compensation, provided that annual elections
must become irrevocable not later than the time specified under Code Section 409A. A Participant’s deferral election with respect
to Base Compensation and Bonus Compensation at an Annual Election Period must become irrevocable not later than December
31 of the year preceding the year in which the Participant performs services generating the Base Compensation and the Bonus
Compensation.
(b) Initial Election Period. The Initial Election Period for any employee who first becomes an employee and Eligible
Employee during the Plan Year is the period of thirty (30) days that begins on his or her Entry Date under 2.2. An Eligible
Employee’s election relates only to compensation paid for services to be performed subsequent to the election and applies only to
Base Compensation. Deferral of Bonus Compensation can be elected only during an Annual Election Period.
2.4
Suspension of Participation. If a Participant receives an unscheduled in-service distribution (with penalty) under the 2003
Restatement of this Plan, the Participant’s eligibility to defer under this Plan shall continue for the remainder of the Plan Year inwhich the unscheduled in-service distribution is received, but shall be suspended for the next two Plan Years.
2.5
When Participation Ends. An individual remains a Participant as long as he or she has an Account balance that has not yet
been entirely distributed. If, prior to a Participant’s Termination Date, a Participant has ceased to be a member of a select group of
management or highly compensated employees of the Company within the meaning of Sections 201(2), 301(a)(3) and 401(a)(4)of ERISA, such Participant’s deferral elections shall continue for the remainder of the Plan Year to which the deferral elections
relate. However, the Participant shall become ineligible to defer compensation under the Plan effective with the next Plan Year,and the Participant shall not re-establish eligibility to defer compensation until such time as he or she once again becomes a
member of a select2

group of management or highly compensated employees and meets the other eligibility requirements set forth in the Plan. The
Participant’s Account will be distributed at the time and in the form specified by the terms of the Plan and the Participant’s
elections.

ARTICLE III
DEFERRAL OF COMPENSATION
3.1
Deferral Elections. Upon becoming eligible to be a Participant under Section 2.2, and for any Plan Year thereafter (subject
to Sections 2.4 and 2.5), an Eligible Employee who wishes to defer compensation under this Plan must properly execute a
Deferral Agreement on or before the last day of the applicable Election Period.
(a)Deferral Agreement. As used in this Plan, the term “Deferral Agreement” means the form prescribed by the Plan
Administrator, by which the Participant:(1)

indicates and agrees to defer a portion of the Participant’s Eligible Compensation for any Plan Year; and(2)

specifies the time and form of payment for amounts deferred for the Plan Year.

For this purpose, an Eligible Employee will be considered to have properly executed a Deferral Agreement when he or
she has enrolled via an online system, or completed, signed and returned the appropriate form of Deferral Agreement to
the Plan Administrator, each in a manner approved by the Plan Administrator.
(b)
Eligible Compensation. For purposes of this Plan, the following items of a Participant’s remuneration shall beconsidered “Eligible Compensation”:(1)
Base Compensation. A Participant’s Base Compensation, which means a Participant’s base salaryscheduled to be paid in the normal course through the Company’s regular payroll cycles (including amounts, if any,
characterized by the Company as International Premium Pay). Deferrals to this Plan are calculated and deducted before
any deferrals under the 401(k) Plan, the Company’s cafeteria plan under Code Section 125, and the Company’stransportation fringe benefits plan under Code Section 132(f).
(2)
Bonus Compensation. A Participant’s Bonus Compensation paid under the Company’s broad-based and/or
executive management bonus plan(s), whether paid in cash or stock and whether paid annually, semi-annually or on any
other basis. A Participant’s Bonus Compensation shall not include any special or one-time bonuses, including, but notlimited to, hiring bonuses or retention bonuses.

3(3)Performance Share Units. A Participant’s Performance Share Units as defined in and governed by theCompany’s equity incentive plan.
(4) Restricted Stock Units. A Participant’s Restricted Stock Units as defined in and governed by the Company’s
equity incentive plan.
Performance Share Units and Restricted Stock Units granted on or after January 1, 2025 are not considered “Eligible
Compensation” and may not be deferred. Therefore, all provisions of this Plan related to Performance Share Units and Restricted
Stock Units only apply to deferrals of these units granted prior to January 1, 2025.
3.2
Amount of Deferral. A Participant may, for any Plan Year, irrevocably elect to have the following amounts of Eligible
Compensation deferred and credited to the Participant’s Account in accordance with the terms and conditions of the Plan:(a)Base Compensation. All or a portion of the Participant’s Base Compensation expressed as a percentage ofup to eighty percent (80%) of the Eligible Employee’s Base Compensation.
(b)
Bonus Compensation. For Participants electing deferrals during an Annual Election Period under 2.3(a), allor a portion of the Participant’s Bonus Compensation that is attributable to services to be performed beginning in the Plan
Year immediately following the Annual Election Period. Employees who become newly Eligible Employees and who
elect to enroll during an Initial Election Period under 2.3(b) may not defer Bonus Compensation payable for the Plan Yearduring which their enrollment occurs.
(c)Performance Share Units. All or a portion of a Participant’s unvested Performance Share Units awarded by
the Company, provided that:(1)
The Company makes a deferral opportunity available by including deferral provisions within the“Performance Share Unit Agreement” underlying the award of Performance Share Units;(2)
The Performance Share Units are scheduled to vest based on the Participant’s achievement of
individual or organizational performance criteria that are established within the first 90 days of a performancecycle that will last at least 12 months;(3)

The deferral election is made at a time when at least six (6) months remain in the performancecycle;(4)
The Participant provides services continuously for the period from the first day of the performancecycle (or if later, the date the performance criteria are established) through the date that the deferral election is
made; and4(5)The deferral election is made before the amount of the Performance Share Units that will vest isreadily ascertainable.
(d)Restricted Stock Units. All or a portion of a Participant’s unvested Restricted Stock Units awarded by theCompany, provided that:(1)With respect to an award of Restricted Stock Units that is scheduled to vest based on the Participant’s
achievement of individual or organizational performance criteria:(A)
The Company makes a deferral opportunity available by including deferral provisions within the“Restricted Stock Unit Agreement” underlying the award of Restricted Stock Units;(B)
The applicable individual or organizational performance criteria are established within the first 90
days of a performance cycle that will last at least 12 months;(C)
The deferral election is made at a time when at least six (6) months remain in the applicableaward’s performance cycle;(D)
The Participant provides services continuously for the period from the first day of the performancecycle (or if later, the date the performance criteria are established) through the date that the deferral election is
made; and(E)
The deferral election is made before the amount of the Restricted Stock Units that will vest under
the applicable award is readily ascertainable.
(2)

With respect to an award of Restricted Stock Units that are scheduled to vest based solely on the lapse of

time:
(A)
The Company makes a deferral opportunity available by including deferral provisions within the“Restricted Stock Unit Agreement” underlying the award of Restricted Stock Units; and(B)
The deferral election must be made by the end of the Plan Year immediately preceding the Plan
Year in which the award of Restricted Stock Units is initially granted.
3.3

Company Contribution Allocations. The following Company contributions are permitted under the Plan:(a)
Make-up Contribution. Each Plan Year, the Company shall allocate to each Participant’s Account an amount, if
any, equal to such Participant’s lost share of matching contributions under the 401(k) Plan (“Make-Up Contribution”). For
purposes5

of this allocation, a Participant’s “lost share” of matching contributions is the amount of contributions not allocated toParticipant’s 401(k) Plan account because of the reduction in the Participant’s compensation (as defined under the Participant’s
401(k) Plan) by reason of deferrals under this Plan.
The time and form of payment of Make-up Contributions shall be determined by the Participant’s elections withrespect to time and form applicable for the Plan Year preceding the Plan Year in which the Make-up Contribution is credited to
the Participant’s Account. For example, the time and form of payment of Make-up Contributions credited in early 2025 withrespect to Participant’s compensation deferred in the 2024 Plan Year shall be determined by the Participant’s elections withrespect to time and form applicable for the 2024 Plan Year. If no such election exists, then the time and form of payment of theParticipant’s Make-up Contribution for such Plan Year shall be as a single lump sum payment made at Participant’s Separation.
Make-up Contributions for a Plan Year are calculated based on the Participant’s annualized 401(k) Plan matching
contribution rate for such Plan Year.
Example: Assume that for the 2024 Plan Year, Participant A participates in the Nordstrom 401(k) Plan andcontributes 7% of their eligible compensation to the 401(k) Plan and $30,000 to the DCP. Participant A’s
401(k) eligible compensation would have been $200,000 but it is reduced by the amount deferred to the
DCP making it $170,000. Had Participant A not elected to defer $30,000 to the DCP, his aggregate 401(k)contributions would have been $14,000 (7% of $200,000) and his 401(k) company match would have been
$8,000* (4% of $200,000). However, since the DCP deferral reduces his 401(k) Plan eligible
compensation to $170,000, his actual employee contribution to the 401(k) Plan was $11,900 (7% of$170,000) and his 401(k) Plan company match was $6,800 (4% of $170,000). Consequently, Participant A
is entitled to a DCP make-up contribution of $1,200 ($8,000 - $6,800).
*Example assumes a 401(k) deferral rate of 7% was in effect for each pay period during the year.
All Make-up Contributions shall become immediately one-hundred percent (100%) vested.
For the avoidance of doubt, to receive a Make-up Contribution with respect to a given Plan Year, the Participantmust have made a deferral under this Plan for such Plan Year.
(b)
Company Discretionary Contributions. In addition to any Company contributions made in accordance with 3.3(a),the Plan Administrator may, in its sole

6

discretion, make discretionary contributions to the Accounts of one or more Participants at such times, in such amounts, andvested in such manner, as the Plan Administrator may determine. Such discretionary contributions shall be credited to theapplicable Participant’s Deemed Investment Sub-Account. The Plan Administrator must designate the time and form of
distribution at the time that the discretionary contributions are allocated to the Participant’s Account.
(c)
Restoration Contributions. The Company shall allocate to certain Participants’ Accounts a Restoration
Contribution, which shall be based on each Participant’s Excess Compensation (defined below).
A Participant’s “Excess Compensation” for Restoration Contribution allocation purposes means the excess of a
Participant’s Unlimited 401(k) Plan Compensation (defined below) over the Participant’s actual 401(k) Plan Compensation forthat Plan Year. Moreover, “Excess Compensation” shall exclude performance-based or other incentive compensation received bya Participant that both: (i) relates to the economic performance of an entity other than Company; and (ii) was adopted as part of,in recognition of, or in concert with, the merger, acquisition or change in control of such entity.
A Participant’s “Unlimited 401(k) Plan Compensation” for Restoration Contribution allocation purposes means
Participant’s 401(k) Plan Compensation for a Plan Year determined without regard to the 401(a)(17) Limit (defined below) plus
the amount deferred by Participant into this Plan during that Plan Year. The 401(a)(17) Limit for a Plan Year means thecompensation limitation under Code section 401(a)(17) in effect for such Plan Year. For the Plan Year beginning January 1, 2024,
the 401(a)(17) Limit is $345,000 and is thereafter indexed for inflation.
Example 1: Assume that for the 2024 Plan Year, Participant A is also a participant in the Nordstrom 401(k)Plan. During the 2024 Plan Year, Participant A’s 401(k) Plan Compensation was $345,000 and Participant
A deferred $20,000 into this Plan. The 401(a)(17) Limitation in effect for the 2024 Plan Year was$345,000. Participant A’s 2024 401(k) Plan eligible compensation determined without regard to the 401(a)(17) Limit was $375,000. Consequently, Participant A’s Unlimited 401(k) Plan Compensation for the 2024
Plan Year was $395,000 ($375,000 plus $20,000). Participant A’s Excess Compensation was $50,000($395,000 less Participant’s $345,000 401(k) Plan Compensation).
The Restoration Contribution allocable with respect to a Participant’s Excess Compensation shall be the lesser of:(1)
the maximum matching contribution amount that could be generated by applying the Participant’s
annualized 401(k) Plan matching

7

contribution rate for such Plan Year to the Participant’s Excess Compensation, if any; and(2)

the amount actually deferred by Participant into this Plan for such Plan Year, if any.

Example 2: Same facts as in Example 1. Assume further that per the matching formula under the 401(k)Plan, the Participant received aggregate matching contributions under the 401(k) Plan for the 2024 Plan
Year equal to 3.5% of the Participant’s 401(k) Plan Compensation. From Example 1, Participant A’s
Excess Compensation for the 2024 Plan Year was $50,000. Applying the Participant’s 401(k) Plan
matching contribution rate to Participant A’s Excess Compensation, the maximum match generated by the
Excess Compensation would be $1,750 (i.e., 3.5% of $50,000). Accordingly, the Restoration Contribution
allocable to Participant A under this Plan with respect to the 2024 Plan Year would be $1,750 (the lesser of(i) the maximum matching contribution generated by Participant A’s Excess Compensation and (ii)
Participant A’s $20,000 Plan deferral.)
The time and form of payment of Restoration Contributions shall be determined by the Participant’s elections withrespect to time and form of payment applicable for the Plan Year preceding the Plan Year in which the Restoration Contribution
is credited to the Participant’s Account. For example, the time and form of payment of Restoration Contributions credited in early2024 with respect to Participant’s Excess Compensation earned in the 2023 Plan Year shall be determined on the Participant’s
elections with respect to time and form of payment applicable for the 2023 Plan Year. If no such election exists, then the time andform of payment of the Participant’s Restoration Contribution for such Plan Year shall be as a single lump sum payment made atParticipant’s Separation. Restoration Contributions will be immediately one-hundred percent (100%) vested.
A Participant is ineligible to receive a Make-up Contribution and/or a Restoration Contribution for any Plan Yearin which such Participant is a participant in the SERP, unless the Plan Administrator determines otherwise.
For the avoidance of doubt, to receive a Restoration Contribution with respect to a given Plan Year, the Participantmust have made a deferral under this Plan for such Plan Year.
3.4
Deferral of Separation Payments Prohibited. A Participant may not defer any amounts paid to the Participant that aredesignated as separation payments. A “separation payment” is any amount paid to an employee as a result of termination of
employment with the Company; provided, however, that nothing in this Section 3.4 shall prevent the8Company from negotiating a separation agreement, the provisions of which include a Company Discretionary Contribution under
Section 3.3(b).
3.5Requirement for Deferral Agreement. A Participant who has not timely submitted a valid Deferral Agreement may notdefer any Eligible Compensation (or receive the corresponding Company Make-up Contribution or Restoration Contribution
allocation under 3.3) for the applicable Plan Year under the Plan.
3.6

Applicability of Deferral Agreement.

(a)General Rule. Except as provided in this Section 3.6, a Deferral Agreement shall be irrevocable and remain in
effect for the entire Plan Year to which it applies. A Participant must file a new Deferral Agreement to continue deferrals in any
subsequent Plan Year. The terms of any Deferral Agreement may, but need not be, similar to the terms of any prior Deferral
Agreement.
(b)

Exceptions to Irrevocability.

(1)
Financial Hardship. A Participant’s Deferral Agreement shall be automatically canceled and deferrals shallcease for the remainder of the Plan Year if the Participant receives a distribution due to an unforeseeable financial
emergency, as described in Section 6.2(a)(1).
(2)
Disability. A Deferral Agreement shall be canceled if a Participant becomes Disabled. For purposes of thissection, “Disabled” means that a Participant is determined to be eligible for benefits under the Company’s long-term
disability plan then in effect or is determined to be disabled by the Social Security Administration; provided that, to theextent required to comply with Code Section 409A, “Disabled” shall have the meaning provided in Code Section 409A.
(c)
Resuming Participation. A Participant may elect to resume deferrals under this Plan at any subsequent Annual
Election Period, provided that the Participant satisfies the Plan’s eligibility requirements in effect at that time.
ARTICLE IV
DEFERRAL ACCOUNT AND CREDITING
4.1
Account. A Participant’s “Account” is the account established on the books of the Company as a record of eachParticipant’s Plan balance. An Account may include one or more sub-accounts to reflect amounts credited to a Participant underthe various terms of the Plan. As of the effective date of this Restatement, Accounts under the Plan include the following subaccounts:(a)
Deemed Investment Sub-Account. A Deemed Investment Sub-Account, reflecting the Participant’s accountbalance resulting from the deferral of Eligible

9Compensation (other than Performance Share Units, Restricted Stock Units or other stock-based compensation), Company
contribution allocations under Section 3.3, and the Participant’s deemed investment of such amounts under Section 4.3. Thebalance in such sub-account shall be expressed as a dollar amount.
(b)Common Stock Unit Sub-Account. A Common Stock Unit Sub-Account reflecting the number of Performance
Share Units, Restricted Stock Units, or other stock-based compensation in which the Participant is vested and which theParticipant has deferred under the Plan. The balance in such sub-account shall be expressed in units, with each unit representing
the value of one share of the Company’s Common Stock.
4.2
Time of Crediting Accounts. Amounts deferred by a Participant under the Plan shall be credited to the Participant’s
Account as soon as administratively practicable after the date deferred amounts would otherwise have been received (orbeneficially received in the case of Company contributions) by the Participant. Company contribution allocations made on behalfof a Participant under the Plan for a Plan Year shall be credited to the Participant’s Account on the date determined by the Plan
Administrator but no later than the end of the Plan Year following the Plan Year to which such contributions relate. Earnings (asdefined in 4.3(a)) shall begin to be credited to a Participant’s Account on the date determined by the Plan Administrator, but nolater than the month following the month in which the contributions to which those Earnings relate were credited to the Accountin accordance with the preceding sentences. Earnings are based on the performance of the investment options selected byParticipants in accordance with Section 4.3.
4.3
Participant Deemed Investments. Each Participant may, from time to time, select from the various indices provided by thePlan Administrator in which his or her Account will be deemed invested; provided, however, that the Plan Administrator is under
no obligation to acquire or provide any of the investments designated by the Participant.
(a)
Deemed Investment Sub-Account Valuation. A Participant’s Deemed Investment Sub-Account shall be credited ordebited from time to time with additional amounts equal to the appreciation (or loss) such accounts would have experienced had
they actually been invested in the specified fund indices at the relevant times (“Earnings”). This crediting and debiting will take
into account the date that a Participant’s Account transactions (such as deferrals, contributions, distributions and transfers among
funds) are actually reflected by the Plan’s record-keeping system.
(b)Common Stock Unit Sub-Account Valuation. The number of units in a Participant’s Common Stock Unit SubAccount shall be appropriately adjusted periodically to reflect any dividend, split, split-up or any combination or exchange,
however accomplished, with respect to the shares of the Company’s Common Stock represented by such units.
4.4
Investments by the Company. In order to provide funds to satisfy its obligations under the Plan, the Company may, butshall not be required to, keep cash or invest and10reinvest in mutual funds, stocks, bonds, securities or any other assets as may be reasonably selected by the Company in its
discretion. Such investments may, but need not, follow the investment indices chosen by the Participants. If the Company elects
to purchase an insurance policy or policies insuring the life of the Participant to allow the Company to recover the cost ofproviding the benefits hereunder:(1)
The Participant shall, as a condition to continued participation in the Plan, sign any papers and undergo any
medical examinations or tests that may be necessary or required for such purpose; and(2)
The Participant, Participant’s Beneficiary, and any other person claiming through the Participant shall nothave or acquire any rights whatsoever in such policy or policies or in the proceeds of the policies.
4.5
Limited Effect of Allocation. The fact that any allocation shall be made and credited to an Account shall not vest in a
Participant any right, title or interest in or to any assets of the Company, or in any right to payment, except at the time(s) andupon the conditions elsewhere set forth in the Plan.
4.6
Report of Account. A Participant shall be provided information regarding Participant’s Account balance within areasonable time after requesting such information from the Plan Administrator. Each Participant shall be furnished withstatements on a periodic basis, no less frequently than annually.
ARTICLE V
RIGHTS OF PARTICIPANT IN PLAN
5.1
Ownership Rights in Account. Subject to the restrictions provided in this Article and in Section 3.2(c), each Participant
shall at all times have a vested right to the value of such Participant’s Account.
5.2
Rights in Plan are Unfunded and Unsecured. The Company’s obligation under the Plan shall in every case be an unfunded
and unsecured promise to pay. A Participant’s right to Plan distributions shall be no greater than the rights to payment of general,
unsecured creditors of the Company. The Company may establish one or more grantor trusts (as defined in Code Section 671 etseq.) to facilitate the payment of benefits hereunder; however, the Company shall not be obligated under any circumstances tofund its financial obligations under the Plan. Any assets which the Company may acquire or set aside to defray its financial
liabilities shall be subject to the claims of its general creditors in the event of the Company’s insolvency.
5.3
No Transfer of Interest in Plan Allowed. Except as permitted by applicable law, no sale, transfer, alienation, assignment,
pledge, collateralization or attachment of any benefits under the Plan shall be valid or recognized by the Company. The
Participant, the Participant’s spouse and a designated Beneficiary shall not have any power to11

hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable under the Plan. Said
benefits shall not be subject to seizure for the payment of any debts, judgments, alimony, maintenance owed by the Participant or
a Beneficiary, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise. Notwithstanding theforegoing, the Company may, in its sole discretion, follow the terms of any court order issued in connection with any domestic
relations proceeding including but not limited to marital dissolution or child support.
5.4
Plan Binding Upon Parties. The Plan shall be binding upon the Company, its assigns, and any successor company that
acquires substantially all of its assets and business through merger, acquisition or consolidation; and upon all Participants and any
Participant’s Beneficiaries, assigns, heirs, executors and administrators.
5.5
Application of Clawback Policy. In the event the Company is required to recoup compensation from a Participant under
the Company’s clawback policy, and to the extent that any amount in a Participant’s Account is attributable to contributions basedon compensation that is subject to recovery under the Clawback Policy, to the extent permitted under Section 409A of the Code,such amount (adjusted for investment gains and losses) shall be removed from the Participant’s Account and shall be permanently
and irrevocably forfeited. The provisions of this section for removal of amounts from a Participant’s Account shall also apply to
the Beneficiary of a Participant after the Participant’s death.

ARTICLE VI
DISTRIBUTIONS
6.1

Separation Distributions.

(a)Separation Events. A Participant may elect in a Deferral Agreement to receive a distribution of his or her Accountat Separation. A Participant’s “Separation” shall mean the Participant’s Termination Date.
(b)
Separation Distribution Forms. Distribution of a Participant’s Account balance shall be made according to the
distribution options specified in the Participant’s Deferral Agreement(s). Portions of Accounts subject to installment payment
shall continue to be valued as provided in Section 4.3 until distributed. The distribution options available to a Participant are:(1)

single lump sum payment; or(2)installment payments for a period of five (5), ten (10) or fifteen (15) years. The amount of lump sum
payments under this subsection (b) shall be determined as of the last day of the month in which the Participant’s
Termination Date occurs.

12

(c)
Lump Sum in Lieu of Installments. If the Participant’s Account balance as of his or her Separation is equal to orless than $10,000, the Benefits Department (or its successor) may order the distribution of the Participant’s entire Account in asingle lump sum rather than in installments, provided that the lump sum payment results in the termination and liquidation of theParticipant’s entire interest under this Plan and all other plans or arrangements that must be aggregated with this Plan under therules set forth under Code Section 409A. The Participant may not exercise any discretion to convert an installment election into alump sum under this provision.
(d)Amount and Timing of Installment Payments. The first installment shall be paid on the Payment Commencement
Date as defined in 6.4. Subsequent installments shall be paid annually in January of each succeeding year. The amount of each
installment shall be determined by multiplying the Participant’s account balance as of the end of the month in which thescheduled distribution date occurs (as determined under Section 6.2(b) for In-Service Distributions or upon Separation for allother distributions) by a fraction, the numerator of which is one (1) and the denominator of which is (N minus P), where N is thetotal number of annual installments and P is the number of annual installments previously paid to the Participant. For example, if
the form of payment is five annual installments, the first annual distribution is the account balance divided by 5 (5 minus 0), thesecond annual distribution is the account balance divided by 4 (5 minus 1), the third annual distribution is the account balance
divided by 3 (5 minus 2), the fourth annual distribution is the account balance divided by 2 (5 minus 3), and the fifth annual
distribution is the entire remaining account balance (5 minus 4).
6.2
In-Service Distributions. While a Participant is employed by the Company, a subsidiary or affiliate, the Participant may
receive in-service Plan distributions as provided in this Section 6.2.
(a)Unforeseeable Financial Emergency. At the request of a Participant, the Plan Administrator may, in its sole
discretion, pay all or part of the value of the Participant’s Account in the event of an unforeseeable financial emergency.
(1)
Financial Emergency. In this context, an “unforeseeable financial emergency” is defined as a severe
financial hardship resulting from one of the following:(A)
illness or accident of the Participant, the Participant’s spouse or dependent (as defined in Code
Section 152(a)), or the Participant’s designated Beneficiary;(B)loss of the Participant’s property due to casualty; or(C)other similar extraordinary and unforeseeable circumstances arising as a result of events beyond thecontrol of the Participant.

13

(2)
Amount. The amount of an accelerated distribution shall be limited to an amount necessary to relieve such
emergency, which may include amounts necessary to pay any federal, state, and local taxes or penalties reasonably
anticipated to result from the distribution. Amounts available to the Participant due to the cancellation of the Participant’sdeferral election for the remainder of the Plan Year must be taken into account in determining the amount necessary tosatisfy the emergency need. If the Participant’s entire Account balance is distributed pursuant to this Section 6.2(a), theamount of the distribution shall be determined as of the end of the month preceding the distribution date.
(3)
Effect of Other Financial Resources. A distribution on account of unforeseeable emergency may not bemade to the extent that such emergency is or may be alleviated by reimbursement or compensation from insurance,liquidation of other assets (provided that the liquidation would not itself cause a severe hardship), or the cancellation ofdeferrals for the remainder of the Plan Year under the Plan.
(b)
Scheduled Distributions. During any Election Period, a Participant may, in connection with his or her election todefer compensation, specify a withdrawal date for all or part of his or her compensation deferred pursuant to the election madeduring the Election Period. A Participant’s scheduled distribution election must specify a distribution date that occurs after theParticipant’s deferrals that are subject to the election have been in the Plan for at least two complete Plan Years (for example,
deferrals elected during the 2025 Annual Election Period can first be scheduled for distribution in 2028). The Participant must
elect the calendar year and the month (either January or June) of the scheduled distribution. The amount payable to a Participant
in connection with a scheduled distribution shall in all cases be a specified dollar amount or a specified percentage of theParticipant’s Account balance for the Plan Year to which the Deferral Agreement applies. If a distribution event occurs withrespect to a Participant before the scheduled distribution date, the Plan provisions applicable to the distribution event will takeprecedence over the Participant’s scheduled distribution election. The amount of the distribution under this subsection (b) shall be
determined as of the last day of the month before the scheduled distribution.
6.3
Pre-Retirement Separation. For Plan Years commencing prior to January 1, 2014, and for the portion of a Participant’s
Account that is attributable to elective deferrals and Company contributions credited to the Account for Plan Years ending
through December 31, 2013, if a Participant’s Termination Date occurs prior to his or her Early Retirement Date, Normal
Retirement Date, or Deferred Retirement Date (a “Pre-Retirement Separation”), the time and form of payment elections in theParticipant’s Deferral Agreements shall be disregarded and, in lieu of those elections, the Participant shall receive the value of hisor her Account in a single lump sum payment on the Payment Commencement Date set forth in Section 6.4(b) and the amount of
the distribution shall be determined as of the last day of the month in which the Participant’s Termination Date14

occurs. Commencing on and after January 1, 2014, the provisions of this Section 6.3 shall not apply to the portion of a
Participant’s Account that is attributable to deferrals and Company contributions made with respect to Plan Years commencing
January 1, 2014 and thereafter, including Earnings thereon; instead, this portion of a Participant’s Account shall at all times be
distributable as provided in Section 6.1(b) (subject to 6.1(c)).
6.4
Payment Commencement Date. Distributions will begin to be paid on the following dates, subject to the delay forSpecified Employees set forth in 6.5.
(a)Scheduled Distribution. During the calendar month (January or June) and year specified by the Participant in his
or her deferral election.
(b)
Separation Distributions. Within 90 days of Separation, provided that the Participant does not have the right todesignate the taxable year of payment.
(c)
Unforeseeable Financial Emergency. Within 90 days after the Plan Administrator approves the distribution,
provided that the Participant does not have the right to designate the taxable year of payment.
6.5
Delayed Payment Date. If a distribution is made to a Specified Employee following his or her Separation, the firstpayment may not be made earlier than six months after the Specified Employee’s Payment Commencement Date. If the form of
distributions is installments, any installments that would have been paid in the absence of this six-month delay will be accrued
and paid at the end of the six-month period. Any installments that are due after the six-month period expires will be paid as if
they were not subject to this provision. A “Specified Employee” means as of any date, a “specified employee” as defined in Code
Section 409A (as determined under the Company’s procedure for determining specified employees on such date). This delayed
payment date rule does not apply to scheduled in-service distributions, financial emergency distributions, or distributions due tothe Participant’s death.
6.6
Changing the Time or Form of Distribution. The time and form of payment elected in a Participant’s Deferral Agreements
cannot be changed by the Participant after the last day of an Election Period except as provided in this section. A Participant may
change his or her form of Retirement distribution under 6.1(b) or the timing of a scheduled in-service distribution under 6.2(b),provided that:(a)
For a scheduled in-service or Separation distribution, his or her change is filed with the Plan Administrator nolater than the last day of the Plan Year that ends at least 12 months before the Payment Commencement Date;(b)

His or her change cannot take effect earlier than twelve months after the change is requested; and

15

(c)
The first payment under the newly elected form of payment cannot be made sooner than five years after the
Payment Commencement Date for the form of payment that the Participant has elected to change.
The Payment Commencement Date for a series of installment payments is treated as the date on which the first of such
installment payments would be made under the terms of this Plan. Where the Payment Commencement Date is stated as a periodof time (e.g., a 90-day period following a distribution event), the Payment Commencement Date for purposes of this section is thefirst day of such period.
6.7
Cash and Stock Distributions. Distributions of a Participant’s Deemed Investment Sub-Account Account shall be made in
cash only. Distributions of a Participant’s Common Stock Unit Sub-Account shall be made in Common Stock of the Company,
which such Common Stock shall be paid from, and shall count against, the share reserve of a Company equity incentive plan thathas been approved by shareholders in accordance with the rules of the applicable stock exchange.
6.8

Postponement of Non-Deductible Distributions.

(a)When Applicable. If the Plan Administrator determines in good faith prior to a Change in Control that there is areasonable likelihood that any compensation paid to a Participant for a taxable year of the Company would not be deductible by
the Company solely by reason of the limitation under Code section 162(m), then to the extent deemed necessary by the Company
to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to the Change in Control isdeductible, the Company may defer all or any portion of the distribution. After a Change in Control, the Company shall not havediscretion to postpone payments under this provision, and all payments will be made on the dates provided in the Plan.
(b)
Administration of Deferred Distributions. Any distributions deferred pursuant to this limitation shall continue tobe credited with interest or earnings pursuant to the terms hereof. Where a payment to a Participant is delayed under thisprovision, all other payments to that same Participant that could be delayed under this provision must also be delayed. The
amounts so deferred and interest thereon shall be distributed to the Participant or his or her Beneficiary (in the event of a death
benefit required hereunder) at the earliest possible date, as determined by the Plan Administrator in good faith, on which the
deductibility of compensation paid or payable to the Participant for the taxable year of the Company during which the
distribution is made will not be limited by Code section 162(m), or if earlier, the effective date of a Change in Control.
(c)“Change in Control” Defined. For purposes of this Plan, Change in Control means the first of the following (1),(2), or (3) to occur.
(1)
Change in Ownership of Stock. Any person, entity or group of persons purchases or acquires, within themeaning of section 13(d) or 14(d) of the Securities Exchange Act of 1934 (“Act”), or any comparable successor

16

provisions, beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of Company stock that,together with stock already held by such person, entity, or group, constitutes more than 50% of the total fair market value
or total voting power of the stock of the Company.
(2)
Change in Effective Control. Either of the following occurs, representing a change in effective control of
the Company:(A)
Voting Power. Any one person, or more than one person acting as a group, acquires (or has
acquired during the 12-month period ending on the date of the most recent acquisition by the person or group)
ownership of Company stock constituting 30% or more of the total voting power of Company stock; or(B)
Board Composition. A majority of the members of the Company’s Board of Directors is replaced
during any period of 12 consecutive months by directors whose appointment or election is not endorsed by amajority of the members of the Company’s Board of Directors prior to the date of the appointment or election.
(3)
Change in Ownership of Assets. Any one person, or more than one person acting as a group, acquires (orhas acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons)Company assets that have a total gross fair market value equal to or greater than 40% of the total gross fair market valueof all of the assets of the Company immediately prior to such acquisition or acquisitions. Gross value means the value ofthe assets determined without regard to any liabilities associated with such assets. However, a Change in Control does notoccur to the extent that ownership of assets is transferred to:(A)
a Company shareholder (immediately before the asset transfer) in exchange for or with respect tohis or her Company stock;(B)
an entity, 50% or more of the total value or voting power of which is owned directly or indirectlyby the Company;(C)a person, or more than one person acting as a group, that owns directly or indirectly 50% or moreof the total value or voting power of the Company;(D)an entity, at least 50% of the total value or voting power of which is owned directly or indirectly bya person described in (C).
(4)
Interpretation. These provisions shall be interpreted and applied in a manner that is consistent with
Department of Treasury regulations under Section 409A of the Code.

17

6.9
Acceleration of Payment. Generally, neither the Plan Administrator nor any Participant may accelerate the timing of any
payment under the Plan, except as specifically set forth in this Plan document. However, the Plan Administrator may accelerate
distribution of any payment to the extent such acceleration is specifically permitted under the final regulations under Code
Section 409A. Such accelerations include, but are not limited to, a distribution to permit a Participant to pay taxes on amounts
deferred under this Plan, including any taxes that may be imposed under Code Section 409A, and distribution pursuant to adomestic relations order (as defined in Section 414(p)(1)(B) of the Code).
6.10 Post-Distribution Allocations. If a Participant’s Account is credited after the Participant has received a full distribution of
his or her Account, the remaining balance in the Account shall be paid to the Participant in a lump sum as soon asadministratively practical.
ARTICLE VII
DEATH BENEFITS
7.1
Designation of Beneficiary. A Participant shall designate a Beneficiary to receive death benefits under the Plan bycompleting the beneficiary designation form specified by the Plan Administrator. A Participant shall have the right to change theBeneficiary by submitting a form designating the Participant’s change of Beneficiary in accordance with procedures establishedby the Plan Administrator.
7.2
Married Participants. If a Participant is married, his or her legal spouse shall be the designated Beneficiary, unless the
spouse consents in writing to designation of a different Beneficiary on a form acceptable to the Plan Administrator.
7.3
Deemed Beneficiary. For Participants who die on or after January 1, 2011, if a valid beneficiary designation has not been
made, or if the designated beneficiary has predeceased the Participant, then the Participant will be deemed to have designated thefollowing as his or her surviving beneficiaries and contingent beneficiaries with priority in the order named below:(a)first, to the Participant’s surviving spouse, as defined under federal law, or the Participant’s “registered domestic
partner”, as that term is defined for benefit coverage purposes under the Nordstrom Welfare Benefit Plan; or(b)

if the Participant does not have a surviving spouse or registered domestic partner, to his or her estate.

7.4
Surviving Beneficiary. For purposes of determining the appropriate named or deemed beneficiary or contingent
beneficiary, an individual is considered to survive the Participant if that individual is alive seven (7) days after the date of theParticipant’s death.

18

7.5
Distribution of Account Balance at Death. Upon a Participant’s death, the portion of a Participant’s Account that is
attributable to deferrals and Company contributions made with respect to Plan Years commencing January 1, 2014 and later,
including Earnings thereon, shall be distributed in a lump sum within 90 days of the date of death provided however that
distributions of the portion of a Participant’s Account that is attributable to deferrals and Company contributions made withrespect to Plan Years ending prior to January 1, 2014 shall be governed by the Plan provisions in effect when such amounts weredeferred. By way of example, if the Participant dies prior to “Retirement” (as that term is defined in a previous version of thisPlan document) while an employee of the Company and such Participant’s death is not attributable to suicide committed within
two years after becoming a Participant, such Beneficiary shall receive an amount equal to twice the Participant’s actual deferrals
under Section 3.2 that have been credited to the Participant’s Account as of December 31, 2007 (exclusive of any earnings
thereon). Compensation deferred after December 31, 2007 shall not be taken into account in calculating this pre-retirement death
benefit.
7.6
Determination of Beneficiary. If there is any doubt as to the proper Beneficiary to receive payments hereunder, the Plan
Administrator shall have the right to direct the Company to withhold such payments until the matter is resolved. However, as
provided in Section 11.9, any payment made by the Company, in good faith and in accordance with the Plan and the directions of
the Plan Administrator shall fully discharge the Company from all further obligations with respect to that payment.
7.7
Payments to Minor or Incapacitated Beneficiaries. In making distributions from the Plan to or for the benefit of any minor
or incapacitated Beneficiary, the Plan Administrator may direct the Company to make such distribution to a legal or natural
guardian of such Beneficiary, or to any adult with whom the minor or incompetent temporarily or permanently resides. The
receipt by such guardian or other adult shall be a complete discharge of liability to the Company. The Company shall not have
any responsibility to see to the proper application of any payments so made.
ARTICLE VIIIADMINISTRATION OF THE PLAN
8.1
Plan Administrator. The Compensation, People and Culture Committee of the Company’s Board of Directors, or its
successor, is the “Plan Administrator”.
8.2
Powers and Authority of the Plan Administrator. The Plan Administrator shall have the authority and responsibility andall powers necessary to carry out the provisions of the Plan and to control and manage the operation and administration of thePlan. The Plan Administrator has discretionary authority to construe and interpret the provisions of the Plan and to grant or denybenefits under the Plan.
8.3
Delegation of Powers and Authority. The Plan Administrator may, but is not obligated to, delegate to any person,
employee, department, committee, or third party

19

service provider all or any portion of its duties and responsibilities as Plan Administrator. To the extent the Plan Administrator
delegates fiduciary duties and obligations, such delegation shall be done in writing (including a written action delegating
authority or a written services agreement).
8.4
Reliance on Opinions. Each person or entity authorized to act under this Plan shall be entitled to rely on all certificatesand reports made by any duly appointed accountants, and on all opinions given by any duly appointed legal counsel, including
legal counsel for the Company.
8.5
Information. The Company shall supply full and timely information on all matters relating to the compensation ofParticipants, the date and circumstances of the termination of employment or death of a Participant and such other pertinent
information as may be necessary for the effective administration of the Plan.
8.6
Indemnification. To the extent permitted by applicable law, the Company hereby indemnifies any Company employee
who carries out any responsibilities under the Plan, and holds them harmless from the effects, consequences, expenses, attorneyfees and damages of their acts or conduct in such capacity, except to the extent that such consequences are the result of their own
willful misconduct or breach of good faith. Such indemnification shall be in addition to any other rights such employee may haveas a matter of law, or by reason of any insurance or other indemnification.
ARTICLE IX
CLAIMS PROCEDURE
9.1
Submission of Claim. A claim for benefits is required to be made in writing by the Participant, or a person claiming
through the Participant (“Claiming Party”) and must be mailed to the Plan Administrator. The Plan Administrator shall review
and make a determination with respect to such claim.
9.2
Denial of Claim. If a claim for payment of benefits is denied in full or in part, the Plan Administrator shall provide awritten notice to the Claiming Party within ninety days after receipt of the claim setting forth: (a) the specific reasons for denial;(b) any additional material or information necessary to perfect the claim; (c) an explanation of why such material or informationis necessary; and (d) an explanation of the steps to be taken for a review of the denial. A claim shall be deemed denied if the Plan
Administrator does not take any action within the aforesaid ninety day period.
9.3
Review of Denied Claim. If the Claiming Party desires a review of a denied claim, the Claiming Party shall notify thePlan Administrator in writing within sixty days after receipt of the written notice of denial. As part of such written request, theClaiming Party may request a review of the Plan document or other pertinent documents, may submit any written issues andcomments, and may request an extension of time for such written submission of issues and comments.

20

9.4
Decision upon Review of Denied Claim. The decision on the review of the denied claim shall be rendered by the Plan
Administrator within sixty days after receipt of the request for review. The Plan Administrator may extend this period for up to
sixty additional days with advance notice to the Claiming Party, an explanation of why the extension is necessary, and an
estimated date of decision. The decision shall be in writing and shall state the specific reasons for the decision, includingreference to specific provisions of the Plan on which the decision is based.
ARTICLE X
AMENDMENT AND TERMINATIONThe Compensation, People and Culture Committee of the Company’s Board of Directors, or its successor, (“CPCC”) has theauthority to amend or terminate the Plan at any time for any reason. Such amendment or termination may modify or eliminate
any benefit hereunder, provided that no such amendment or termination shall in any way reduce the vested portion of the affected
Participants’ or Beneficiaries’ Accounts. To be effective, an amendment must be in writing. Oral amendments or modifications to
the Plan, and any written amendments that are not signed by an authorized person, are not valid or binding on the Company or
any other person. Upon termination of the Plan, distribution of Participant Accounts may be accelerated, but only if theaccelerated distribution would not result in additional tax to the Participant under Code Section 409A. The Retirement Committee
has the authority to approve and adopt non-material, technical, legal compliance and/or administrative amendments to the Plan.
The Retirement Committee shall notify the CPCC of any amendment adopted under this provision.
ARTICLE XIMISCELLANEOUS
11.1 No Employment Contract. The terms and conditions of the Plan shall not be deemed to constitute a contract of
employment between the Company and an employee. Nothing in this Plan shall be deemed to give an employee the right to beretained in the service of the Company, its subsidiaries or affiliates or to interfere with any right of the Company, its subsidiaries
or affiliates to discipline or discharge the employee at any time, with or without cause, with or without notice.
11.2 Dispute Resolution. Any disputes related to this Plan other than a claim for benefits subject to the provisions of Article IX
shall be resolved through mutually binding arbitration as outlined in Nordstrom’s Dispute Resolution Program, the terms ofwhich are incorporated by reference into this Plan. Any legal action related to a claim for benefits must be initiated within one (1)year after the Plan Administrator has issued its final decision on review and must be filed in Washington state court or in the
United States District Court for the Western District of Washington.

2111.3 Employee Cooperation. As a condition to participation in the Plan, an Eligible Employee must cooperate with theCompany and the Plan Administrator by furnishing any and all information reasonably requested by any of the Company, its
subsidiaries or affiliates, and take such other actions as may be requested to facilitate Plan administration and the payment ofbenefits hereunder.
11.4 Illegality and Invalidity. If any provision of this Plan is found illegal or invalid, said illegality or invalidity shall not affectthe remaining parts hereof, but the Plan shall be construed and enforced as if such illegal and invalid provision had not been
included herein.
11.5 Required Notice. Any notice which shall be or may be given under the Plan shall be in writing and shall be mailed byUnited States mail, postage prepaid, or in such other manner as the Company determines is appropriate. If notice is to be given to
the Company or Plan Administrator, such notice shall be addressed to Nordstrom, Inc. c/o Benefits Department, at 1600 Seventh
Avenue, Ste. 2500 Seattle, Washington 98101. If notice is to be given to a Participant, such notice shall be addressed to the last
known address, either geographic or electronic, in the Company’s Human Resources records. Any notice or filing required or
permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered or sent by mail (either
physical or electronic), to the last known address of the Participant. Any party may, from time to time, change the address towhich notices shall be mailed by giving written notice of such new address.
11.6 Interest of Participant’s Spouse. The interest in the benefits hereunder of a spouse of a Participant who has predeceased
the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including
but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.
11.7 Tax Liabilities from Plan. If all or any portion of a Participant’s benefit under this Plan generates a tax liability to theParticipant, including a liability under Code Section 409A, prior to the time that the Participant is entitled to a distribution fromthe Plan, the Plan Administrator may, in its discretion, instruct the Company to distribute immediately available funds to theParticipant in an amount necessary to satisfy such tax liability.
11.8 Benefits Nonexclusive. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition
to any other benefits available to such Participant under any other plan or program for employees of the Company and its
subsidiaries and affiliates. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program
except as may otherwise be expressly provided.
11.9 Discharge of Company Obligation. The payment of benefits under the Plan to a Participant or Beneficiary shall fully andcompletely discharge the Company from all further obligations under this Plan with respect to a Participant, and that Participant’s
Deferral Agreement shall terminate upon such full payment of benefits.

22

11.10 Costs of Enforcement. If any action at law or in equity is necessary by the Plan Administrator or the Company to enforce
the terms of the Plan, the Plan Administrator or the Company shall be entitled to recover reasonable attorneys’ fees, costs andnecessary disbursements in addition to any other relief to which that party may be entitled.
11.11 Gender and Case. Unless the context clearly indicates otherwise, masculine pronouns shall include the feminine andsingular words shall include the plural and vice versa.
11.12 Titles and Headings. Titles and headings of the Articles and Sections of the Plan are included for ease of reference only
and are not to be used for the purpose of construing any portion or provision of the Plan document.
11.13 Applicable Law. To the extent not preempted by federal law, the Plan shall be governed by the laws of the State ofWashington.
11.14 Additional Definitions:(a)“Code” means the Internal Revenue Code of 1986, as amended.

(b)“Deferred Retirement Date” means a Termination Date that occurs after a Participant’s Normal Retirement Date.

(c)“Early Retirement Date” means the Participant’s Termination Date on or after the date the Participant has both
attained age 53 and has completed at least ten (l0) Years of Service with the Company. Notwithstanding the foregoing, the 2007
Restatement of this Plan, and not this Restatement, shall apply to determine Early Retirement for those Participants designated asa 1999 Plan Executive under the Company’s Supplemental Executive Retirement Plan (“SERP”) and for those Participants who,
as of August 19, 2003, had attained at least age fifty and had attained at least 10 Years of Service.
(d)“401(k) Plan” means, with respect to a Participant, any Company-sponsored, tax-qualified individual accountretirement plan in which the Participant is eligible and which is subject to the requirements of ERISA, whether or not that plan
provides for elective deferrals under Code section 401(k). As of August 16, 2022, the definition of 401(k) Plan includes thefollowing Company-sponsored plans: Nordstrom 401(k) Plan.
(e)“401(k) Plan Compensation” means “Compensation” as defined under the 401(k) Plan.

(f)“Normal Retirement Date” means a Participant’s 58th birthday; provided, however, that the Normal Retirement
Date for a Participant who was designated in 2003 as a Transition Plan Executive under the SERP shall be age 55.
(g)“Plan Year” means the calendar year.

23

(h)
“Termination Date” means the termination of a Participant’s employment with the Company, and each of its
subsidiaries and affiliates, whether or not the subsidiary or affiliate participates in this Plan. A termination of employment isdeemed to have occurred for purposes of this Plan on the date when the Participant and the Company reasonably anticipate thatthe level of bona fide services to be provided by the Participant will be permanently reduced to 49 percent or less of the averagelevel of bona fide services provided in the immediately preceding period of 36 consecutive months. If the Participant is on a paid
leave of absence, the Participant is treated as providing services at a level equal to the level of services that the Participant would
have been required to perform to earn the amount of compensation paid during the paid leave of absence. If the Participant is on
an unpaid leave of absence, the employment relationship is presumed to terminate on the earlier of (A) the date the Participant
loses his or her statutory or contractual right to re-employment (but not sooner than six months after the unpaid leave of absence
began) or (B) the date that there is no longer a reasonable expectation that the Participant will return to perform services for theCompany.
(i)“Years of Service” means consecutive full years (i.e., 12 months), based on service from the Participant’s mostrecent date of hire.

24

Exhibit 10.3

NORDSTROM
DIRECTORS DEFERRED COMPENSATION PLAN
2024 Restatement
As Adopted on August 20, 2024

TABLE OF CONTENTS
Page
1.1 Title 1
1.2 Purpose 1
1.3 Effective Date 1
ARTICLE II
2.1 Participation 1
2.2 Time of Eligibility
3.1
3.2
3.3
3.4
3.5
3.6

5.1
5.2
5.3
5.4
5.5
5.6
6.1
6.2
6.3
6.4
7.1
7.2
7.3
7.4
7.5
8.1
8.2
8.3
8.4
8.5
8.6
9.1

1

1

ARTICLE III DEFERRAL OF COMPENSATION 1
Deferral Elections 1
Amount of Deferral 3
Effect of Election to Defer Equity Compensation 3
Requirement for Deferral Agreement 3
Applicability of Deferral Agreement 3
Suspension of Participation 3
ARTICLE IV RESERVED 4ARTICLE V BOOKKEEPING ACCOUNT AND CREDITING 4
Bookkeeping Account 4Time of Crediting Accounts 4
Participant Deemed Investments 5
Investments by the Company 5
Limited Effect of Allocation 5
Report of Account 5
ARTICLE VI RIGHTS OF PARTICIPANT IN PLAN 6
Ownership Rights in Bookkeeping Account 6
Rights in Plan are Unfunded and Unsecured 6
No Transfer of Interest in Plan Allowed 6
Plan Binding Upon Parties 6
ARTICLE VII DISTRIBUTIONS 6
Acceleration of Payment 6
In-Service Distributions 7
Distributions Following Separation for Post 2013 Deferrals 8Distributions upon Separation 8
Cash and Stock Distributions 9
ARTICLE VIII DEATH BENEFITS 9Designation of Beneficiary 9
Deemed Beneficiary 9
Surviving Beneficiary 10
Distribution of Bookkeeping Account Balance at Death 10
Determination of Beneficiary 10
Payments to Minor or Incapacitated Beneficiaries 10
ARTICLE IX ADMINISTRATION OF THE PLAN 10
Plan Administrator 10

2

9.2
9.3
9.4
9.5
9.6

Powers and Authority of the Plan Administrator 10
Delegation of Powers and Authority 11
Reliance on Opinions 11
Information 11
Indemnification 11
ARTICLE X CLAIMS PROCEDURE 11
10.1 Submission of Claim 11
10.2 Denial of Claim 11
10.3 Review of Denied Claim 11
10.4 Decision Upon Review of Denied Claim 12
ARTICLE XI AMENDMENT AND TERMINATION 12
ARTICLE XII MISCELLANEOUS 1212.1 No Employment Contract 1212.2 Dispute Resolution 12
12.3 Cooperation 12
12.4 Illegality and Invalidity 1212.5 Required Notice 1312.6 Interest of Participant’s Spouse 13
12.7 Tax Liabilities from Plan 13
12.8 Benefits Nonexclusive 1312.9 Discharge of Company Obligation 13
12.10 Costs of Enforcement 13
12.11 Gender and Case 13
12.12 Titles and Headings 14
12.13 Applicable Law 14

3

ARTICLE I
TITLE, PURPOSE AND EFFECTIVE DATE
1.1 Title. This plan shall be known as the Nordstrom Directors Deferred Compensation Plan, and any reference in this
instrument to the Plan shall include the plan as described herein and as amended from time to time.
1.2 Purpose. The Plan is intended to constitute an unfunded plan maintained primarily for providing an opportunity fordeferred compensation for non-employee members of the Board of Directors (“Board”) of Nordstrom, Inc., a Washington
corporation (“Company”). Because the Plan does not cover any employees of the Company, it is exempt from the Employee
Retirement Income Security Act of 1974, as amended.
1.3 Effective Date. The Plan was originally effective as of January 1, 1994. The Plan was previously restated to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Amounts deferred and vested prior to January 1,
2005 (and investment gains and losses attributable to such amounts) are governed by the 2002 Restatement and any amendments
to the 2002 Restatement. Amounts initially deferred and vested after December 31, 2004 and before January 1, 2008 were subject
to the provisions of the 2007 Restatement, except to the extent modified by transition rules separately documented by theCompany. The Plan was amended and restated with the 2017 Restatement. This 2024 Restatement is effective August 20, 2024.
ARTICLE II
ELIGIBILITY
2.1 Participation. A Board member becomes a Participant in the Plan when he or she elects to defer a portion of his or her
director’s fees pursuant to the terms of the Plan and Article III. A Board member remains a Participant as long as he or she has a
Bookkeeping Account as defined in Article V that has not yet been entirely distributed.
2.2 Time of Eligibility. A Board member shall be eligible to participate in the Plan upon becoming a Board member. Subject
to the provisions of the Plan, all Board members will be eligible to defer compensation and receive benefits at the time and in themanner provided hereunder.
ARTICLE III
DEFERRAL OF COMPENSATION
3.1
Deferral Elections. A Board member wishing to defer Eligible Compensation must properly execute a Deferral
Agreement in accordance with procedures established by the Plan Administrator on or before the applicable Election Date.
(a) Deferral Agreement. As used in this Plan, the term Deferral Agreement means the written or electronic form
prescribed by the Plan Administrator which indicates the portion of the Participant’s director’s fees he or she elects todefer for any

1Plan Year and the time and form of payment of the deferred amounts. For purposes of the Plan, “Plan Year” means thecalendar year.
(b) Election Date. The Election Date is the date by which a Participant must submit a valid Deferral Agreement
to the Company, determined as follows:(1)
Plan Year Open Enrollment. Except as provided in Section 3.1(b)(2), the Election Date is the datespecified by the Plan Administrator, which may not be later than December 31 of the year preceding the year inwhich the Participant performs the services that generate the director’s fees.
(2) New Participants. The Election Date for any Board member who first becomes a Board member on orafter January 1 and before the May Board meeting is thirty (30) days after the date the Participant first becomes a
Board member, provided that the Election Date must be before the May Board meeting. A Board member who
becomes a Board member at or after the May Board meeting must wait until the Plan Year Open Enrollment inorder to elect to participate in the Plan.
(c) Eligible Compensation. For purposes of this Plan, the following items of a Participant’s remuneration shall beconsidered Eligible Compensation:(1)

Cash Fees.
(A)
Plan Year Open Enrollment. A Participant may defer director’s fees payable in cash that are
attributable to services performed in the year following the Plan Year containing the Election Date.
(B) New Participant Enrollment. A Participant who becomes a Board member on or after January 1
and before the May Board meeting of a given year may elect to defer his or her director’s fees payable incash for services to be performed at and after the May Board meeting. A Participant who becomes a Board
member at or after the May Board meeting may defer director’s fees payable in cash only during a
subsequent Plan Year Open Enrollment. The intent of this provision is to restrict application of the deferral
election to compensation paid for services that will be performed after the date of the election, to comply
with Treasury Regulation § 1.409A-2(a)(7).

(2) Equity Compensation. “Equity Compensation” means restricted stock or restricted stock units granted
under the Company’s equity incentive plan as follows:(A) Plan Year Open Enrollment. A Participant may defer director’s fees payable in the form of Equity
Compensation that are2

attributable to services performed in the year following the Plan Year containing the Election Date.
(B) New Participant Enrollment. A Participant who becomes a Board member on or after January 1
and before the May Board meeting of a given year may elect to defer his or her director’s fees payable in
the form of Equity Compensation for services to be performed at and after the May Board meeting. A
Participant who becomes a Board member at or after the May Board meeting may defer director’s fees
payable in the form of Equity Compensation only during a subsequent Plan Year Open Enrollment. The
intent of this provision is to restrict application of the deferral election to compensation paid for services
that will be performed after the date of the election, to comply with Treasury Regulation § 1.409A-2(a)(7).
3.2 Amount of Deferral. A Participant may, for any Plan Year, irrevocably elect to have the following amounts of Eligible
Compensation, if any, deferred and credited to the Participant’s Bookkeeping Account in accordance with the terms andconditions of the Plan:(a) Cash Fees. All or a portion of the Participant’s cash director’s fees; and(b) Equity Compensation. All or a portion of the Participant’s restricted stock or settlement of restricted stock units ina future year.
3.3 Effect of Election to Defer Equity Compensation. At the time of deferral, a Participant must elect the time and form of
payment of Equity Compensation. Once the deferral election becomes irrevocable as of an Election Date, the time and form of
payment of Equity Compensation subject to that election shall be governed solely by the election under this Plan and shall not be
governed by the time and form of payment provisions under the equity incentive plan.
3.4 Requirement for Deferral Agreement. A Participant who has not timely submitted a valid Deferral Agreement may notdefer any Eligible Compensation for the applicable Plan Year under the Plan.
3.5 Applicability of Deferral Agreement. A Deferral Agreement remains in effect for the Plan Year to which it applies,
except that the Deferral Agreement shall automatically be cancelled for the remainder of any Plan Year in which a Participant’s
request for an unforeseeable financial emergency is approved. A Participant must file a new Deferral Agreement for each Plan
Year. The terms of any Deferral Agreement may, but need not be, similar to the terms of any prior Deferral Agreement.
3.6 Suspension of Participation. If a Participant receives an unscheduled in-service distribution (with penalty) under the 2002
restatement of this Plan, the Participant’s eligibility to3

defer under this Plan shall continue for the remainder of the Plan Year in which the unscheduled in-service distribution isreceived, but shall be suspended for the next two Plan Years.
ARTICLE IV
RESERVEDARTICLE VBOOKKEEPING ACCOUNT AND CREDITING
5.1 Bookkeeping Account. A Bookkeeping Account is the account established on the books of the Company as a record ofeach Participant’s Plan balance. A Bookkeeping Account may include one or more sub-accounts to reflect amounts credited to a
Participant under the various terms of the Plan. As of the effective date of this Restatement, a Participant’s Bookkeeping Accountconsists of the following sub-accounts:(a) Deemed Investment Sub-Account: A Deemed Investment Sub-Account, expressed as a dollar amount, reflecting
the Participant’s account balance resulting from the following:(1)

Deferred cash director’s fees;(2) Cash paid as the result of settlement of stock units under the Company’s equity incentive plan deferredpursuant to Article III or dividends issued in the form of cash under the Company’s equity incentive plan; and(3) The Participant’s deemed investment of such amounts under Section 5.3.
(b) Company Shares Sub-Account. A Company Shares Sub-Account, expressed in units (each unit representing one
share of Company common stock) in which the Participant is vested resulting from restricted stock or the settlement instock of restricted stock unit awards under the Company’s equity incentive plan or dividends issued in the form of stock
or stock units under the Company’s equity incentive plan.
5.2 Time of Crediting Accounts. Amounts deferred by a Participant under the Plan shall be credited to the Participant’s
Bookkeeping Account as soon as administratively practicable after the date deferred amounts would otherwise have been
received (or beneficially received in the case of Company contributions) by the Participant. “Earnings” as defined in 5.3(a) shallbegin to be credited to a Participant’s Bookkeeping Account on the date determined by the Plan Administrator, but no later thanthe month following the month in which the deferrals to which those Earnings relate were credited to the Bookkeeping Accountin accordance with the preceding sentence. Earnings are based on the performance of the investment options selected byParticipants in accordance with Section 5.3.

4

5.3 Participant Deemed Investments. Each Participant may, from time to time, select from the various indices provided by
the Plan Administrator in which his or her Deemed Investment Sub-Account will be deemed invested; provided, however, that
the Plan Administrator is under no obligation to acquire or provide any of the investments designated by the Participant.
(a) Deemed Investment Sub-Account. A Participant’s Deemed Investment Sub-Account shall be credited or debitedwith additional amounts equal to the appreciation (or loss) such accounts would have experienced had they actually been
invested in the specified fund indices at the relevant times (“Earnings”).
(b) Company Shares. The number of units in a Participant’s Company Shares Sub-Account shall be appropriately
adjusted periodically to reflect any dividend (if applicable), split, split-up or any combination or exchange, however
accomplished, with respect to the shares of the Company’s common stock represented by such units.
5.4 Investments by the Company. In order to provide funds to satisfy its obligations under the Plan, the Company may, butshall not be required to, keep cash or invest and reinvest in mutual funds, stocks, bonds securities or any other assets as may bereasonably selected by the Company. Such investments may, but need not, follow the investment indices chosen by theParticipants. If the Company elects to purchase an insurance policy or policies insuring the life of the Participant to allow the
Company to recover the cost of providing the benefits hereunder:(a) The Participant shall, as a condition to continued participation in the Plan, sign any papers and undergo any
medical examinations or tests that may be necessary or required for such purpose; and(b) The Participant, Participant’s Beneficiary, and any other person claiming through the Participant shall not have or
acquire any rights whatsoever in such policy or policies or in the proceeds of the policies.
5.5 Limited Effect of Allocation. The fact that any allocation shall be made and credited to a Bookkeeping Account shall notvest in a Participant any right, title or interest in or to any assets of the Company, or in any right to payment, except at the time(s)and upon the conditions elsewhere set forth in the Plan.
5.6 Report of Account. A Participant shall be provided information regarding the Participant’s Bookkeeping Account balance
within a reasonable time after requesting such information from the Plan Administrator. Each Participant shall be furnished withstatements on a periodic basis, no less frequently than annually.

5

ARTICLE VI
RIGHTS OF PARTICIPANT IN PLAN
6.1 Ownership Rights in Bookkeeping Account. Subject to the restrictions provided in this Article or stated in awards ofEquity Compensation, each Participant shall at all times have a fully vested interest in the value of the Participant’s Bookkeeping
Account.
6.2
Rights in Plan are Unfunded and Unsecured. The Company’s obligation under the Plan shall in every case be an
unfunded and unsecured promise to pay. A Participant’s right to Plan distributions shall be no greater than the rights to paymentof general, unsecured creditors of the Company. The Company may establish one or more grantor trusts (as defined in Code
Section 671 et seq.) to facilitate the payment of benefits hereunder; however, the Company shall not be obligated under any
circumstances to fund its financial obligations under the Plan. Any assets which the Company may acquire or set aside to defray
its financial liabilities shall be general assets of the Company, and such assets, as well as any assets set aside in a grantor trust,shall be subject to the claims of its general creditors.
6.3 No Transfer of Interest in Plan Allowed. Except as permitted by applicable law, no sale, transfer, alienation, assignment,
pledge, collateralization or attachment of any benefits under the Plan shall be valid or recognized by the Company. Neither theParticipant, Participant’s spouse or a designated Beneficiary shall have any power to hypothecate, mortgage, commute, modify orotherwise encumber in advance of any of the benefits payable hereunder. Said benefits shall not be subject to seizure for thepayment of any debts, judgments, alimony, maintenance owed by the Participant or a Beneficiary, or be transferable by operationof law in the event of bankruptcy, insolvency, or otherwise. Notwithstanding the foregoing, the Company may follow the terms ofany court order issued in connection with any domestic relations proceeding including but not limited to marital dissolution or
child support.
6.4 Plan Binding Upon Parties. The Plan shall be binding upon the Company, its assigns, and any successor company that
acquires substantially all of its assets and business through merger, acquisition or consolidation; and upon all Participants and any
Participant’s Beneficiaries, assigns, heirs, executors and administrators.
ARTICLE VII
DISTRIBUTIONS
7.1 Acceleration of Payment. Generally, neither the Company nor any Participant may accelerate the timing of any payment
under the Plan, except as specifically set forth in this Plan document. However, the Plan Administrator may direct that a
distribution of any payment be accelerated to the extent such acceleration is specifically permitted under Code Section 409A.
Such accelerations include, but are not limited to, a distribution to permit a Participant to pay taxes on amounts deferred under
this Plan, including any taxes that may be imposed under Code Section 409A, and distributions pursuant to a domestic relations
order (as defined in Section 414(p)(1)(B) of the Code).

67.2
In-Service Distributions. While a Participant is a Board member, the Participant may receive Plan distributions asprovided in this Section 7.2.
(a) Unforeseeable Financial Emergency. At the request of a Participant before his or her service with the Company
terminates, the Plan Administrator may, in its sole discretion, pay all or part of the value of the Participant’s Bookkeeping
Account in the event of an unforeseeable financial emergency beyond the requesting party’s control. Such hardship
distributions may be allowed only as follows:(1) Financial Emergency. An unforeseeable financial emergency is defined as a severe financial hardship
resulting from (A) an illness or accident of the Participant, his or her spouse, his or her tax dependent (as definedin Code Section 152(a)), or his or her Beneficiary, (B) the loss of a Participant’s or Beneficiary’s property due tocasualty, or (C) other similar extraordinary, unforeseeable and unforeseen circumstances arising as a result of
events beyond the control of the requesting party.
(2) Amount. The amount of an accelerated distribution shall be limited to an amount necessary to relieve such
emergency, which may include an amount necessary to pay tax liabilities reasonably anticipated to result from the
distribution. A distribution on account of unforeseeable financial emergency may not be made to the extent thatsuch emergency is or may be alleviated by reimbursement or compensation from insurance or liquidation of theParticipant’s other assets (provided that the liquidation would not itself cause a severe hardship). If theParticipant’s entire Bookkeeping Account balance is distributed pursuant to this Section 7.2(a), the amount of the
distribution shall be determined as of the end of the month preceding the distribution date.
(3) Effect on Deferral Agreement. A Participant’s Deferral Agreement shall be automatically canceled for theremainder of the Plan Year in which the unforeseeable financial emergency distribution is made.
(b)
Scheduled Distributions. Prior to Separation, a Participant may elect, in a Deferral Agreement, to receive a
specified percentage of the Participant’s deferrals for a Plan Year in a specified later Plan Year while the Participant
continues to be a Board member. For purposes of this Plan, the term “Separation” means the date on which the Participant
ceases to be a Board member. The scheduled distribution must designate a Plan Year that begins after the deferred
amounts have been credited to this Plan for at least two full Plan Years (e.g., an election in December 2024 could provide
for a scheduled distribution no sooner than the Plan Year beginning January 1, 2028). The Participant must elect thecalendar year and the month (either January or June) of the scheduled distribution. The amount payable to a Participant inconnection with a scheduled distribution shall in all cases be a specified dollar amount or a specified percentage of theParticipant’s Bookkeeping Account balance for the Plan Year to which the Deferral Agreement applies. A Participant may
change the time of a scheduled7

distribution by submitting a change request by the last day of the Plan Year that ends at least 12 months before thescheduled distribution date and postponing the scheduled distribution for a period of at least five years. If the Participant’s
Separation occurs prior to a scheduled distribution date, then the Plan’s provisions (and the Participant’s elections, if
applicable) for distributions following Separation shall supersede the Participant’s scheduled distribution elections. The
amount of the distribution under this subsection (b) shall be determined as of the last day of the month before thescheduled distribution.
(c) Distributions Pursuant to Domestic Relations Order. The Plan Administrator may accelerate lump sum payment of
a Participant’s account in the case of a valid domestic relations order that provides for distribution of all or a portion of a
Participant’s Bookkeeping Account.
7.3 Distributions Following Separation for Post 2013 Deferrals. The portion of a Participant’s Bookkeeping Account that is
attributable to deferrals made with respect to Plan Years commencing January 1, 2014 and later, including Earnings thereon, shallat all times be distributable as provided in Section 7.4. Distributions of the portion of a Participant’s Bookkeeping Account that is
attributable to deferrals made with respect to previous Plan Years shall be governed by the Plan provisions in effect prior to this
Restatement.
7.4 Distributions upon Separation.
(a)Form of Payment. Except as otherwise provided in Sections 7.2, 7.3 or 7.4(b), upon Separation, distribution of a
Participant’s Bookkeeping Account balance shall be made in accordance with the distribution options specified in theParticipant’s Deferral Agreement to which the distribution relates. The distribution options available to a Participant are: (i) lumpsum payment; or (ii) installments over five (5), ten (10) or fifteen (15) years.
(b) Lump Sum in lieu of Installments. If the Participant’s Bookkeeping Account balance as of his or her Separation is equal
to or less than $10,000, the Company may distribute the Participant’s entire Bookkeeping Account in a single lump sum rather
than in installments, provided that the lump sum payment results in the termination and liquidation of the Participant’s entire
interest under this Plan and all other plans or arrangements that must be aggregated with this Plan under the rules set forth under
Code Section 409A. The Participant may not exercise any discretion to convert an installment election into a lump sum under thisprovision.
(c) Time of Payment. The distribution (or in the case of installments, the first installment payment) shall be paid within 90
days after the Participant’s Separation, provided that the Participant does not have the right to designate the taxable year of
payment. Subsequent installments, if applicable, shall be paid in January of each succeeding Plan Year.
(d) Amount of Payment. If the form of distribution is a lump sum, the value of the entire vested Bookkeeping Account shallbe distributed in one payment. If the form of8

distribution is installments, the amount of each installment payment shall be determined by multiplying the Participant’s vested
Bookkeeping Account balance as of the end of the month in which the scheduled distribution date occurs (as determined under
Section 7.2(b) for In-Service Distributions or upon Separation for all other distributions) by a fraction, the numerator of which isone (1) and the denominator of which is (N minus P), where N is total number of annual installments and P is the number ofannual installments previously paid to the Participant. For example, if the form of payment is five annual installments, the firstannual distribution is the account balance divided by 5 (5 minus 0), the second annual distribution is the account balance divided
by 4 (5 minus 1), the third annual distribution is the account balance divided by 3 (5 minus 2), the fourth annual distribution is theaccount balance divided by 2 (5 minus 3), and the fifth annual distribution is the entire remaining account balance (5 minus 4).
Bookkeeping Accounts subject to installment payment shall continue to be valued as provided in Section 5.3 until fully
distributed.
(e) Change in Time or Form of Distribution. A Participant may change the form of distribution by submitting a change
request by the last day of the calendar year that ends at least 12 months before his or her Separation date, provided that his or herchange cannot take effect earlier than twelve months after the change is requested. In addition, the Participant must agree topostpone the distribution for a period of at least five (5) years from the date that the amount would otherwise have been payable.
In the case of installment payments, the five (5) year period of postponement is measured from the date that the first payment in
the series of installments would have been paid.
7.5 Cash and Stock Distributions. Distributions of a Participant’s Deemed Investment Sub-Account shall be made in cash
only. Distributions of a Participant’s Company Shares Sub-Account shall be made in Common Stock of the Company, which
Common Stock shall be paid from, and shall count against, the share reserve of a Company equity incentive plan that has been
approved by shareholders in accordance with the rules of the applicable stock exchange.
ARTICLE VIII
DEATH BENEFITS
8.1
Designation of Beneficiary. A Participant shall designate a Beneficiary to receive death benefits under the Plan bycompleting the beneficiary designation form specified by the Plan Administrator. A Participant shall have the right to change theBeneficiary by submitting a form designating the Participant’s change of Beneficiary in accordance with procedures establishedby the Plan Administrator.
8.2 Deemed Beneficiary. If a Participant is married, his or her legal spouse shall be deemed the designated Beneficiary,
unless the spouse consents in writing to designation of a different Beneficiary on a form acceptable to the Plan Administrator. If
no designation has been made, or if the deemed or designated Beneficiary has predeceased the Participant, then the Participant
will be deemed to have designated the following as his or her surviving beneficiaries and contingent beneficiaries with priority inthe order named below:

9(1) first, to the Participant’s surviving spouse, as defined under federal law, or the Participant’s “registered domestic
partner” as that term is defined for benefit coverage purposes under the Nordstrom Welfare Benefit Plan; or(2)

if the Participant does not have a surviving spouse or registered domestic partner, to his or her estate.

8.3
Surviving Beneficiary. For purposes of determining the appropriate named or deemed beneficiary or contingent
beneficiary, an individual is considered to survive the Participant if that individual is alive seven (7) days after the date of theParticipant’s death.
8.4 Distribution of Bookkeeping Account Balance at Death. Upon a Participant’s death, a Participant’s Bookkeeping Accountshall paid in a lump sum within 90 days of the date of death provided however that where payments of the Participant’s
Bookkeeping Account commenced prior to the Participant’s death, the Participant’s Beneficiary shall receive the Participant’s
remaining Bookkeeping Account Balance in a manner consistent with the Participant’s distribution election under Section 7.4(a).
8.5 Determination of Beneficiary. If there is any doubt as to the proper Beneficiary to receive payments hereunder, the Plan
Administrator shall have the right to direct the Company to withhold such payments until the matter is resolved. However, as
provided in Section 12.9, any payment made by the Company, in good faith and in accordance with the Plan and the directions of
the Plan Administrator shall fully discharge the Company from all further obligations with respect to that payment.
8.6 Payments to Minor or Incapacitated Beneficiaries. In distributing property hereunder to or for the benefit of any minor orincapacitated Beneficiary, the Plan Administrator may direct the Company to make such distribution to a legal or natural
guardian of such Beneficiary, or to any adult with whom the minor or incompetent temporarily or permanently resides. The
receipt by such guardian or other adult shall be a complete discharge of liability to the Company. The Company shall not have
any responsibility to see to the proper application of any payments so made.
ARTICLE IX
ADMINISTRATION OF THE PLAN
9.1 Plan Administrator. The Corporate Governance and Nominating Committee of the Board or its successor (“CGNC”) is
the “Plan Administrator”.
9.2 Powers and Authority of the Plan Administrator. The Plan Administrator shall have the authority and responsibility
and all powers necessary to carry out the provisions of the Plan and to control and manage the operation and administration of thePlan. The Plan Administrator has discretionary authority to construe and interpret the provisions of the Plan and to grant or denybenefits under the Plan.

10

9.3 Delegation of Powers and Authority. The Plan Administrator may, but is not obligated to, delegate to any person,
employee, department, committee, or third party service provider all or any portion of its duties and responsibilities as Plan
Administrator. To the extent the Plan Administrator delegates fiduciary duties and obligations, such delegation shall be done inwriting (including a written action delegating authority or a written services agreement).
9.4 Reliance on Opinions. Each person or entity authorized to act under this Plan shall be entitled to rely on all certificatesand reports made by any duly appointed accountants, and on all opinions given by any duly appointed legal counsel, including
legal counsel for the Company.
9.5 Information. The Company shall supply full and timely information as may be necessary for the effective administrationof the Plan.
9.6 Indemnification. To the extent permitted by applicable law, the Company hereby indemnifies any Company employee
who carries out any responsibilities under the Plan, and holds them harmless from the effects, consequences, expenses, attorneyfees and damages of their acts or conduct in such capacity, except to the extent that such consequences are the result of their own
willful misconduct or breach of good faith. Such indemnification shall be in addition to any other rights such employee may haveas a matter of law, or by reason of any insurance or other indemnification.
ARTICLE X
CLAIMS PROCEDURE
10.1 Submission of Claim. A claim for benefits is required to be made in writing by the Participant, or any person claiming
through the Participant (“Claiming Party”) and must be mailed to the Plan Administrator. The Plan Administrator shall review
and make a determination with respect to such claim.
10.2 Denial of Claim. If a claim for payment of benefits is denied in full or in part, the Plan Administrator shall provide awritten notice to the Claiming Party within ninety (90) days setting forth: (a) the specific reasons for denial; (b) any additional
material or information necessary to perfect the claim; (c) an explanation of why such material or information is necessary; and(d) an explanation of the steps to be taken for a review of the denial. A claim shall be deemed denied if the Plan Administrator
does not take any action within the aforesaid ninety (90) day period.
10.3 Review of Denied Claim. If the Claiming Party desires Plan Administrator review of a denied claim, the Claiming Party
shall notify the Plan Administrator in writing within sixty (60) days after receipt of the written notice of denial. As part of such
written request, the Claiming Party may request a review of the Plan document or other relevant documents, may submit any
written issues and comments, and may request an extension of time for such written submission of issues and comments.

1110.4 Decision Upon Review of Denied Claim. The decision on the review of the denied claim shall be rendered by the Plan
Administrator within sixty (60) days after receipt of the request for review (or within 120 days if special circumstances exist).
The decision shall be in writing and shall state the specific reasons for the decision, including reference to specific provisions of
the Plan on which the decision is based.
ARTICLE XIAMENDMENT AND TERMINATIONThe CGNC may amend or terminate the Plan at any time for any reason. Such amendment or termination may modify or
eliminate any benefit hereunder, provided that no such amendment or termination shall in any way reduce the vested portion of
the affected Participants’ or Beneficiaries’ Bookkeeping Accounts. To be effective, an amendment must be in writing and must be
signed by a person who has amendment authority under the terms of the Plan. Oral amendments or modifications to the Plan, andany written amendments that are not signed by an authorized person, are not valid or binding on the Company or any otherperson. Upon termination of the Plan, distribution of Participant Bookkeeping Accounts may be accelerated, but only if theaccelerated distribution would not result in additional tax to the Participant under Code Section 409A. The Retirement Committee
has the authority to approve and adopt non-material, technical, legal compliance and/or administrative amendments to the Plan.
The Retirement Committee shall notify the CGNC of any amendment adopted under this provision.
ARTICLE XIIMISCELLANEOUS
12.1
No Employment Contract. The terms and conditions of the Plan shall not be deemed to constitute a contract of
employment between the Company and any Board member. Nothing in this Plan shall be deemed to give any Board member theright to be retained in the service of the Company or to interfere with any right of the Company to discipline or discharge theBoard member at any time.
12.2 Dispute Resolution. Any legal action related to a claim for benefits must be initiated within one (1) year after thePlan Administrator has issued its final decision on review and must be filed in Washington state court or the United States
District Court for the Western District of Washington.
12.3 Cooperation. A Board member will cooperate with the Company by furnishing any and all information reasonably
requested by the Company and take such other actions as may be requested to facilitate Plan administration and the payment ofbenefits hereunder.
12.4 Illegality and Invalidity. If any provision of this Plan is found illegal or invalid, said illegality or invalidity shall notaffect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal and invalid provision had notbeen included herein.

1212.5 Required Notice. Any notice which shall be or may be given under the Plan shall be in writing and shall be mailed byUnited States mail, postage prepaid, or in such manner as the Company determines is appropriate. If notice is to be given to theCompany or the Plan Administrator such notice shall be addressed to Nordstrom, Inc. c/o Benefits Department, at 1600 Seventh
Avenue, Ste. 2500, Seattle, Washington 98101. If notice is to be given to a Participant, such notice shall be addressed to the last
known address on the Company’s records. Any notice or filing required or permitted to be given to a Participant under this Plan
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant. Any party may,from time to time, change the address to which notices shall be mailed by giving written notice of such new address.
12.6 Interest of Participant’s Spouse. The interest in the benefits hereunder of a spouse of a Participant who has predeceased
the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including
but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.
12.7 Tax Liabilities from Plan. If all or any portion of a Participant’s benefit under this Plan generates a state or federal
income tax liability (including a liability under Code Section 409A) to the Participant prior to receipt, the Plan Administrator may
instruct the Company to distribute to the Participant immediately available funds in an amount equal to that Participant’s federal,state and local tax liability associated with such taxation, which liability shall be measured by using that Participant’s then current
highest federal, state and local marginal tax rate, plus the rates or amounts for the applicable additions to tax, penalties andinterest. Such a distribution shall affect and reduce the benefits to be paid under Articles VII and VIII hereof.
12.8 Benefits Nonexclusive. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in
addition to any other benefits available to the Participant under any other plan or program for directors of the Company. The Plan
shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly
provided.
12.9 Discharge of Company Obligation. The payment of benefits under the Plan to a Participant or Beneficiary shall fully
and completely discharge the Company, its Board of Directors, and the Plan Administrator from all further obligations under thisPlan with respect to a Participant, and that Participant’s Deferral Agreement shall terminate upon such full payment of benefits.
12.10 Costs of Enforcement. If any action at law or in equity is necessary by the Plan Administrator or the Company toenforce the terms of the Plan, the Plan Administrator or the Company shall be entitled to recover reasonable attorneys’ fees, costs
and necessary disbursements in addition to any other relief to which that party may be entitled.
12.11 Gender and Case. Unless the context clearly indicates otherwise, masculine pronouns shall include the feminine andsingular words shall include the plural and vice versa.

1312.12 Titles and Headings. Titles and headings of the Articles and Sections of the Plan are included for ease of reference only
and are not to be used for the purpose of construing any portion or provision of the Plan document.
12.13 Applicable Law. To the extent not preempted by federal law, the Plan shall be governed by the laws of the State ofWashington.

14

Exhibit 10.4

NORDSTROM, INC. EXECUTIVE SEVERANCE PLAN
(As Adopted on August 21, 2024)I.

INTRODUCTION.

A. Purpose. The purpose of the Nordstrom, Inc. Executive Severance Plan (“the Plan”) is to provide employees of Nordstrom, Inc.
(“the Company”) and its subsidiaries and affiliates who qualify as Eligible Employees under this Plan with severance benefits upon theirtermination of employment. The Plan does not apply to any employment terminations other than those expressly described below.
The Plan was originally effective as of December 31, 2019. It is hereby amended and restated effective August 21, 2024.
B.

Plan Administration.

1.

Plan Administrator. The Company’s senior executive responsible for Human Resources (“CHRO”) is the "Plan Administrator".

2.

Powers and Authority of the Plan Administrator. The Plan Administrator shall have the authority and responsibility and all powers
necessary to carry out the provisions of the Plan and to control and manage the operation and administration of the Plan. The Plan
Administrator has discretionary authority to construe and interpret the provisions of the Plan and to grant or deny benefits under the
Plan.

3.
Delegation of Powers and Authority. The Plan Administrator may, but is not obligated to, delegate to any person, employee,
department, committee or third party service provider all or any portion of its duties and responsibilities as Plan Administrator. To theextent the Plan Administrator delegates fiduciary duties and obligations, such delegation shall be done in writing (including a written
action delegating authority or a written services agreement).
II.

ELIGIBLE EMPLOYEES.

With the exception of Erik Nordstrom and Peter Nordstrom, each individual designated by the Company or a subsidiary oraffiliate as a Section 16 executive or reporting person for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, as of
the Benefits Determination Date (each, a “Section 16 Officer”), who (i) is not employed under a written contract of definite or indefinite
duration, (ii) is not eligible to receive benefits under any other severance program or arrangement established or provided by the Company ora subsidiary or affiliate and (iii) has executed the applicable non-competition, non-solicitation and/or confidentiality agreements in the forms
and within the timeframes required by the Company or a subsidiary or affiliate, shall be an “Eligible Employee”.
III.

ELIGIBILITY FOR BENEFITS.

A.
To be eligible for benefits under this Plan, an Eligible Employee must either be involuntarily terminated from
employment or be deemed to be involuntary terminated per paragraph 3 below and must properly and timely execute a release of all claims(“Release”) without any alteration, addition or deletion.
1.
Form of Release. The form and content of the Release will be determined by the Plan Administrator. Such Release
shall be effective according to its terms.
2.

Timing of Release. The Eligible Employee will have a period of 21 days (or such longer period as required by applicable law) toreview and sign the Release and return it to the Plan Administrator. For any period required by law after the Eligible Employee signs
the Release, the Eligible Employee may revoke it, and it shall not be effective or enforceable until the revocation period expires. The
filing of a claim under the Plan’s claim procedure (Article IX), shall toll any time requirement for signing and returning the Release
until the claims procedure has been exhausted. If the Eligible Employee fails to sign and return the Release to the Company within
the time and in the manner described herein, he or she will no longer be eligible for this Plan. For purposes of this paragraph, aRelease isPage 1considered “returned” to the Company if it arrives within 5 days of the end of the period of time specified herein; provided that thePlan Administrator may extend the deadline for returning the Release if there is clear and convincing evidence that the Eligible
Employee cannot return the Release within the specified time because of illness, incapacity or other extraordinary circumstances.
3. Deemed Involuntarily Termination. An Eligible Employee will be deemed to be involuntarily terminated if the Eligible Employee
terminates employment following a material diminution (at least 50%) of the Eligible Employee’s duties and responsibilities (without
the Eligible Employee’s consent), provided that (i) the Eligible Employee must provide written notice to the Plan Administrator of theoccurrence of the foregoing event within 30 days after the occurrence of such event, (ii) the Company or a subsidiary or affiliate shallhave a period of 30 days to cure such event or condition after receipt of written notice of such event from the Eligible Employee, and(iii) the Eligible Employee must terminate employment within 30 days following the expiration of the foregoing 30-day cure period.
B. An Eligible Employee will not be entitled to receive benefits under the Plan if, before the scheduled date of the Eligible Employee’s
employment termination, the Eligible Employee:
1. Is terminated for cause. If an Eligible Employee is terminated for “cause” or is found by the Compensation, People and Culture
Committee of the Company’s Board of Directors, or its successor (“CPCC”) at any time to have engaged in any acts as would haveconstituted “cause” for termination, the Eligible Employee shall immediately forfeit any and all rights to benefits under this Plan. For
purposes of this Plan, “cause” shall mean (a) the Eligible Employee’s conviction of, or plea of guilty or no contest to, (i) any felony (orits international equivalent) or (ii) any other crime that results, or could reasonably be expected to result, in material harm to thebusiness or reputation of the Company or any subsidiary or affiliate, (b) an act of personal dishonesty or disloyalty in the course offulfilling the Eligible Employee’s duties to the Company or any subsidiary or affiliate, or an act of fraud or misappropriation,embezzlement, or misuse of funds or property belonging to the Company or any subsidiary or affiliate, (c) the Eligible Employee’s
deliberate and continued failure to perform substantially such Eligible Employee’s material duties to the Company or any subsidiaryor affiliate, (d) a material violation of the written policies of the Company or any subsidiary or affiliate, including but not limited tothose relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals orstatements of policy of the Company or any subsidiary and affiliate, (e) the Eligible Employee’s engagement in willful misconduct inconnection with his or her employment or services with the Company or any subsidiary or affiliate, which results, or could reasonably
be expected to result, in material harm to the business or reputation of the Company or any subsidiary or affiliate, or (f) breach of any
restrictive covenants applicable to the Eligible Employee as a result of any agreement with the Company or any subsidiary or affiliate
or any policy or plan maintained by the Company or any subsidiary or affiliate. The CPCC shall have the sole discretion to determine
whether the Eligible Employee has engaged in any acts that would constitute “cause” for termination.
2.

Fails to abide by such terms and conditions as the Plan Administrator has established as a condition for participation in, or payment
of benefits from, the Plan, provided such terms and conditions have been set forth in any eligibility notice provided to the employee.

3.

Dies or becomes disabled, unless the Plan Administrator exercises its discretionary authority to pay benefits under the Plan to an
Eligible Employee who becomes disabled prior to his or her termination date. For this purpose, an Eligible Employee will beconsidered Disabled under this Plan where such Eligible Employee is unable to engage in any substantial gainful activity by reasonof any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be
expected to last for a continuous period of not less than twelve (12) months.
4.

5.

Has voluntarily resigned from the Company and its subsidiaries and affiliates (other than as provided in Section III.A.3.).

Has accepted an offer under any early retirement incentive plan, program, policy or arrangement sponsored by the Company or asubsidiary or affiliate.

6. If the Eligible Employee is employed by or through a divested business group (including a store, facility, department or division),has been offered employment by the purchaser of a divested business group in the same or an equivalent position, regardless of whether
such offer is part of the agreement between the Company or a subsidiary or affiliate and the purchaser of that business.

Page 2IV.

PLAN BENEFITS.

A.
Cash Severance Benefit. An Eligible Employee will receive the Cash Severance Benefit amount specified in the Schedule ofBenefits. Cash Severance Benefits will be calculated using the Eligible Employee’s “Monthly Pay”.
1.

Payments. Cash Severance Benefits under the Plan will be paid as a lump-sum payment within 30 days after the later of: (i) thedate the Company receives a properly executed and timely Release or (ii) the expiration of any revocation period provided for in the
Release.
2.

Monthly Pay. “Monthly Pay” means an Eligible Employee’s “Annual Salary” divided by twelve (12).

a.
“Annual Salary” means an Eligible Employee’s annual base salary at the rate in effect on the “Benefits
Determination Date”. “Annual Salary” shall exclude bonuses, equity compensation (such as stock options, performance
share units, restricted stock, or other forms of equity-based compensation), and other supplemental pay or allowances
provided by the Company or a subsidiary or affiliate to the Eligible Employee. If the Eligible Employee is notified of theireligibility while on an approved leave of absence, Monthly Pay will be calculated using the Eligible Employee’s annual basesalary rate in effect during the pay period immediately preceding their leave of absence, if higher than the rate of pay in effecton the Benefits Determination Date. For purposes of clarity, any change to the annual base salary rate for an Eligible
Employee who temporarily continues in the same or another position at the request of the Company or a subsidiary oraffiliate for a limited period of time following his or her originally scheduled termination date shall not be considered for
purposes of determining Annual Salary.
b.
“Benefits Determination Date” means the date that an Eligible Employee is notified of their involuntarytermination, unless the CHRO establishes an alternative Benefits Determination Date in writing.
3. Withholding. The Company will withhold applicable federal, state and local taxes and other deductions from any and all
payments made under the Plan.
4. Offsets. To the extent permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), an
Eligible Employee’s Cash Severance Benefits under this Plan will be reduced, dollar for dollar, by the following amounts, if
applicable:
a. WARN. All amounts paid to the Eligible Employee in lieu of any required notice under the Worker Adjustment
and Retraining Notification Act (“WARN”) or its state or local law equivalents;b.
SERP.
The Eligible Employee’s gross monthly benefit under the Supplemental Executive Retirement Plan(“SERP”), calculated prior to any reduction under the SERP for Company contributions to its 401(k) plan and deferredcompensation plan, multiplied by the total number of months covered by the Severance Period (as defined in Paragraph
IV.D.1, below);c. Amounts Due to the Company. Any indebtedness of the Eligible Employee to the Company or a subsidiary oraffiliate, where the indebtedness arose out of the employment relationship between the Eligible Employee and the Company
or a subsidiary or affiliate. Examples of indebtedness include, but are not limited to: (i) any relocation benefits received by
the Eligible Employee that are subject to repayment under the terms of any policy and/or agreement, and (ii) any signing,
retention or other bonus paid to the Eligible Employee that is subject to repayment under the terms of any policy and/or
agreement.
d.
Amounts Paid Under State or Local Law. All severance amounts paid to the Eligible Employee under any
federal, state, or local laws that provide for payment to employees at separation of employment.
B. Medical/Dental Premium Assistance Benefit. Upon termination from the Company or a subsidiary or affiliate, an Eligible
Employee shall have such rights to continue coverage under any medical and/or dental benefit options sponsored by the Company or asubsidiary or affiliate as is provided by Code Section 4980B(f) and Section 602 of ERISA (“COBRA”). In addition to the Cash Severance
Benefit, an Eligible Employee will receive a “Medical/Dental Premium Assistance Benefit”. “Medical/Dental Premium Assistance Benefit” is anamount equal to (i) the applicable COBRA premium rate for the

Page 3

Eligible Employee’s (and his or her enrolled dependents’) medical and/or dental benefit coverage in effect at the Benefits Determination Datefor the time period specified in the Schedule of Benefits, reduced by (ii) the Eligible Employee’s active Plan contribution rate for suchcoverage as of the Benefits Determination Date. This payment shall be paid at the same time as the payment of the Cash Severance
Benefits and will be subject to applicable tax withholding. The Company’s payment under this paragraph shall be based on the medical
and/or dental coverage and the corresponding employer and employee contribution rates as of the Benefits Determination Date. Eligible
Employees who are not covered under any medical and/or dental benefit options as of the Benefits Determination Date will not be entitled tobenefits under this paragraph. If the Eligible Employee is notified of their eligibility while on an approved leave of absence, the employee’s
health plan eligibility will be determined as of the pay period immediately preceding their approved leave of absence. Additionally, Eligible
Employees who are eligible to participate in the Company’s Retiree Medical Plan will not be entitled to benefits under this paragraph. If the
Eligible Employee is eligible for and elects COBRA coverage, he or she shall be required to pay the entire COBRA premium for any period ofcoverage elected. Nothing in this Plan shall be construed as extending an Eligible Employee’s (or his or her dependents’) maximum period ofcoverage provided under COBRA or other applicable continuation coverage law.
C. Outplacement Assistance. Outplacement assistance will be provided to Eligible Employees for the length of time provided in the
Schedule of Benefits. The outplacement assistance offered under this Plan will be provided by a provider chosen by the Company, and theCompany will directly pay the outplacement provider for the benefit offered under this Plan. Unless otherwise approved by the CHRO,
Eligible Employees will not be eligible to commence outplacement assistance until the Company receives the signed Release and, if the
Eligible Employee does not initiate the commencement of such services within 90 days following the effective date of the signed Release, heor she will be deemed to have declined such services. Eligible Employees who do not elect to utilize or timely commence the use ofoutplacement services will not receive any payment in lieu of the services.
D.

Subsequent Re-employment.

1.

Re-employment During Severance Period. If an Eligible Employee satisfies all of the conditions for eligibility and participation set
forth in the Plan, except that he or she accepts an offer of employment with the Company or a subsidiary or affiliate prior to the endof the period used to calculate the amount of his or her Cash Severance Benefit per the Schedule of Benefits (the "Severance
Period"), the Eligible Employee will cease to receive any additional benefits under the Plan that he or she had not already received
and except in the case of temporary short-term reemployment anticipated to be of a duration of no more than five (5) consecutive
weeks, he or she will be required to repay the prorated portion of any Cash Severance Benefits received with respect to theremaining portion of their Severance Period during which they remain actively at work for the Company or a subsidiary of affiliate.
Such repayment will occur prior to the Eligible Employee’s reemployment date or, if otherwise agreed to by the Company, within areasonable time after his or her reemployment.

2.

Reemployment After Severance Period. Employees who are subsequently re-employed by the Company or a subsidiary or affiliate
after the Severance Period (defined in Paragraph IV.D.1) will not be required to repay any Cash Severance Benefits.

3.
New Hire Date. In the event of an employee’s reemployment with the Company or a subsidiary or affiliate, such reemployedemployee’s service date will not be restored for the purpose of this Plan.
E.

Administration of Benefits.
1.
Welfare Plan Under ERISA. The Plan is intended to be an employee welfare benefit plan governed by ERISA. Therefore, in
accordance with 29 CFR § 2510.3-2(b), the following rules apply to benefits paid under the Plan:a.

Payments are not contingent, directly or indirectly, on an Eligible Employee’s retirement;b. The total amount of payments under this Plan cannot exceed the equivalent of twice the Eligible Employee’s annualcompensation during the year immediately preceding his or her termination of employment; andc. All payments to the Eligible Employee under the Plan are completed within 24 months after his or her termination of
employment.

Page 42.
Compliance with Code Section 409A. It is intended that benefits provided under the Plan will qualify for exemptions
contained in final regulations under Code Section 409A. Therefore, severance benefits will be paid according to the following rules:a.

Cash Severance Benefits and Medical/Dental Premium Assistance.

(i)
Exempt Payments. Cash Severance and Medical/Dental Premium Assistance Benefits are exempt from Code
Section 409A to the extent that (i) they qualify as a “short-term deferral” under Code Section 409A, or (ii) they satisfy both of
the following conditions:(a)Amount. The payments do not exceed two times the lesser of (A) the Eligible Employee’s
annualized compensation based on his or her annual rate of pay for services performed during the calendar year
preceding the calendar year in which the Eligible Employee terminates employment, or (B) the maximum amountthat can be taken into account under a qualified retirement plan pursuant to Code Section 401(a)(17) for the year inwhich the Eligible Employee terminates employment.
(b) Duration. The payments are completed by the last day of the second calendar year following
the calendar year in which the Eligible Employee terminates employment.
(ii)

Non-Exempt Payment. To the extent required to comply with Section 409A of the Code, the following rules apply:(a) Time and Form of Payment—General Rule. The amount will be paid in the form of a single
lump sum within 90 days after the Eligible Employee’s termination of employment, provided that the Eligible
Employee may not designate the taxable year of payment.
(b) Delay for Specified Employees. If the Eligible Employee is a “Specified Employee,” then theamount will be paid in a single lump sum (without interest) during the seventh month after the Eligible Employee’s
termination of employment. “Specified Employee” means, as of any date, a “specified employee” as defined in Code
Section 409A (as determined under the Company’s procedure for determining specified employees on the relevantdate).
(c)Release Timing. If the period during which an Eligible Employee may deliver the Release
required hereunder spans two calendar years, the payment of the Eligible Employee’s severance benefits shall occur
on the later of (i) the first regularly scheduled payroll date that occurs on or after January 1 of the second calendar
year, or (ii) the first regularly scheduled payroll date following the date the Release becomes effective.

b.
Outplacement Assistance. Outplacement Assistance will not be provided for periods beyond the last day of thesecond calendar year following the calendar year in which the Eligible Employee’s involuntary termination occurred, provided
that all reimbursements must be paid not later than the third calendar year following the calendar year in which the Eligible
Employee’s termination date occurred.
F. Detrimental Activity. In the event the CPCC determines, in its discretion, that an Eligible Employee committed any act oromission during his or her employment with the Company or its subsidiaries and affiliates that would have constituted grounds for “cause”
while he or she was employed by the Company or its subsidiaries or affiliates, and becomes aware of such act or omission during the oneyear period following the termination of the Eligible Employee’s employment, then to the fullest extent permitted by applicable law, if and to
the extent directed by the CPCC in its discretion, the Eligible Employee shall: (i) immediately forfeit the remaining payments and benefits, ifany, due to him or her under the Plan, and (ii) immediately upon written demand repay to the Company the Cash Severance Benefits andMedical/Dental Assistance Benefits, if any, paid to him or her prior to the date that the Eligible Employee receives the written demand, lesstwenty-five thousand dollars ($25,000) which the Eligible Employee acknowledges is valid consideration for signing any non-competition,
non-solicitation agreement and/or confidentiality agreement.

Page 5V.

PAYMENTS TO AND FROM THE PLAN.

The benefits under the Plan will be paid from the general assets of the Company, and all employees eligible for benefits under the Plan
will be no more than unsecured general creditors of the Company. Nothing contained in the Plan will be deemed to create a trust of any kindfor the benefit of the employees, or to create any fiduciary relationship between the Company and the employees with respect to any assetsof the Company. The Company is under no obligation to fund the benefits provided herein prior to payment, although it may do so if itchooses. Any assets which the Company chooses to use for advance funding will nevertheless constitute assets of the Company and will notcause this to be a funded plan within the meaning of any section of ERISA.
VI.

AMENDMENT AND TERMINATION.

The CPCC reserves the right to amend or terminate the Plan at any time; provided, however, that no such amendment or termination
will affect the right to any unpaid benefit of any Eligible Employee who became entitled to such benefits prior to such amendment or
termination. The CHRO has the authority to approve non-material, technical, legal compliance, and/or administrative amendments to thePlan. The CHRO shall notify the CPCC of any amendment adopted under this provision. Notwithstanding the preceding, no amendment or
termination of the Plan that reduces benefits under the Plan (including the removal of a Section 16 Officer as an Eligible Employee) shallbecome effective until a date that is 12 months following the date such amendment, termination or removal is adopted.
VII.

NON-ALIENATION OF BENEFITS.

Except to the extent specifically provided by the Company, no benefit under the Plan will be subject to anticipation, alienation, sale,transfer, assignment, pledge, encumbrance, garnishment, levy, execution or charge, and any attempt to do so will be void.
VIII.

LEGAL CONSTRUCTION.

This Plan will be construed in accordance with ERISA and, to the extent not preempted by ERISA, with the laws of the State ofWashington. In the event that any provision of this Plan shall be finally deemed to be unenforceable, such provision shall be deemed to be
severable from this Plan, but every other provision of this Plan shall remain in full force and effect.
IX.

CLAIMS, INQUIRIES AND APPEALS.

A.

Benefit Claims and Inquiries.

All benefit claims, and all inquiries concerning the Plan or present or future rights to benefits under the Plan, must be submitted in writing
and mailed to the Plan Administrator. The Plan Administrator shall review and make a determination with respect to such claim.
B.

Denial of Claims.

In the event that any benefit claim is denied in whole or in part, the Plan Administrator will notify the claimant in writing of such denialand of the right to review thereof. Such written notice will set forth, specific reasons for such denial, specific references to the Plan provisionon which such denial is based, a description of any information or material necessary to perfect the claim, an explanation of why suchmaterial is necessary and an explanation of the Plan’s review procedure. Such written notice will be given to the claimant within ninety (90)days after the Plan Administrator receives the claim, unless special circumstances require an extension of time of up to ninety (90) additionaldays. If such an extension is required, written notice of the extension will be furnished to the claimant prior to the termination of the initial 90day period. If written notice of denial of the claim for benefits is not furnished within the time specified in this herein, the application will bedeemed denied, and the claimant will be permitted to appeal such denial in accordance with the review procedure set forth below.

Page 6

C.

Appeal: Requests for a Review.

Any person whose claim for benefits is denied (or is deemed denied) in whole or in part, or such person’s duly authorized
representative, may appeal from such denial by submitting a request for a review of the claim within sixty (60) days after receiving written
notice of such denial from the Plan Administrator (or, in the case of a deemed denial, within sixty (60) days after the application is deemed
denied). The claimant or his or her representative will be given an opportunity to review pertinent documents that are not privileged in
preparing a request for a review. A request for review must be in writing and must be mailed to the Plan Administrator. A request for review
must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the claimant deems
pertinent. The applicant may be required to submit such additional facts, documents or other material as may deemed necessary or
appropriate and claimant may be required to provide such additional information at claimant’s own expense.
D.

Decision on Review.

The CPCC will review the claim on appeal and make a determination within sixty (60) days after receipt of the request for review unlessspecial circumstances require an extension of time, up to an additional sixty (60) days, for processing the request. If such an extension forreview is required, written notice of the extension will be furnished to the claimant within the initial 60-day period. The CPCC will give prompt,
written notice of its decision to the claimant. In the event that the CPCC confirms the denial of the benefits in whole or in part, such notice will
set forth the specific references to the Plan provisions on which the decision is based. If written notice of the CPCC’s decision is not given
within the time prescribed in this paragraph, the application will be deemed denied on review.
E.

Exhaustion of Remedies.

No legal action for benefits under the Plan may be brought unless and until the claimant (i) has submitted a written benefit claim in
accordance with the Plan, (ii) has been notified by the Plan Administrator that the application is denied, (iii) has filed a written request for areview of the benefit claim in accordance with the Plan, and (iv) has been notified in writing that the CPCC has affirmed the denial of benefits;provided that legal action may be brought after the Plan Administrator or CPCC, as applicable, has failed to take any action on the claim
within the time prescribed herein.
F.

Dispute Resolution.

Any disputes related to this Plan other than a claim for benefits subject to the provisions of this Article IX shall be resolved
through mutually binding arbitration as outlined in Nordstrom’s Dispute Resolution Program, the terms of which are incorporated by reference
into this Plan. Any legal action related to a claim for benefits must be initiated within one (1) year after the CPCC has issued its final decision
on review and must be filed in Washington state court or the United States District Court for the Western District of Washington.
X.

REQUIRED NOTICES.

Any notice which shall be or may be given under the Plan shall be in writing and shall be mailed by United States mail,postage prepaid. If notice is to be given to the Company, CPCC or Plan Administrator, such notice shall be addressed to Nordstrom, Inc. c/oCompensation Department, at 1600 Seventh Avenue, Ste. 2500, Seattle, Washington 98101. If notice is to be given to an employee, such
notice shall be hand-delivered to the employee or may be mailed to the last known address of the employee on the Company’s Human
Resources records. Any party may, from time to time, change the address to which notices shall be mailed by giving written notice of suchnew address.
XI.

PLAN YEAR.

The plan year for the Plan is the calendar year.

XII.

EMPLOYMENT STATUS.

The terms and conditions of the Plan shall not be deemed to constitute a contract of employment between the Company or a subsidiaryor affiliate and an Eligible Employee. Nothing in this Plan shall be deemed to give an employee the right to be retained in the service of theCompany or a subsidiary or affiliate or to interfere with any right of the Company or a subsidiary or affiliate to discipline or discharge an
employee at any time, with or without cause or with or without notice.

Page 7

XIII.

INDEMNIFICATION

To the extent permitted by applicable law, the Company hereby indemnifies any Company employee who carries out any responsibilities
under the Plan, and holds them harmless from the effects, consequences, expenses, attorney fees and damages of their acts or conduct insuch capacity, except to the extent that such consequences are the result of their own willful misconduct or breach of good faith. Such
indemnification shall be in addition to any other rights such employee may have as a matter of law, or by reason of any insurance or otherindemnification.

Page 8

Nordstrom Executive Severance Plan
Schedule of Benefits
Effective August 21, 2024

Cash Severance Benefit

Period for Determining
Medical/Dental Premium
Assistance Benefit

Outplacement Services

Section 16 Officers on the
Executive Team

24 months of Monthly Pay

12 months

6 months

Section 16 Officers not on the
Executive Team

18 months of Monthly Pay

12 months

6 months

Page 9

Exhibit 10.5

NORDSTROM, INC.
_______________________________________________NORDSTROM RETIREE HEALTH PLAN
(Plan No. 503)
ProvidingGroup Health Plan Benefits_______________________________________________

August 21, 2024 Restatement

NORDSTROM RETIREE HEALTH PLAN
(August 21, 2024 Restatement)

TABLE OF CONTENTS

ArticlePage
I LEGAL STATUS; PLAN STRUCTURE 1
II GENERAL DEFINITIONS 2
III PARTICIPATION AND BENEFITS 4
IV PLAN FUNDING 7
V PLAN ADMINISTRATION 8
VI HIPAA PRIVACY AND SECURITY 15
VII PLAN AMENDMENT AND TERMINATION 18
VIII MISCELLANEOUS 19

ADDENDUM: PLAN BENEFIT SCHEDULENORDSTROM RETIREE HEALTH PLAN
(August 21, 2024 Restatement)

Effective August 21, 2024, Nordstrom, Inc. (the “Company”) hereby amends and restates the Nordstrom Retiree
Health Plan (the “Plan”), under which the Plan’s various existing group health benefits, plans and programs are formallyconsolidated.
ARTICLE ILEGAL STATUS; PLAN STRUCTURE
1.1

LEGAL STATUS. The Plan provides various group health benefits (the “Plan Benefits”) to Eligible Retirees (asdefined in Article II) and their eligible dependents and therefore is an employee welfare benefit plan under
ERISA (as defined in Article II).

1.2

EFFECTIVE DATE. The initial effective date of the Plan is March 1, 2009. The effective date of this Plan
restatement is August 21, 2024 except as otherwise specified.

1.3

PLAN STRUCTURE. The Plan is governed by the plan document, which consists of this document (including the
Addendum) and the terms of the Governing Instruments (as defined in Article II), which are incorporated byreference into this document. Each of the Governing Instruments is listed in the Addendum. In the event of aconflict between this document and any Governing Instrument, the Plan Administrator (as defined in Article II)
shall have full discretion to resolve any conflict, shall resolve the conflict and its determination shall beconclusive and binding on all interested parties.

1.4

RELATION TO OTHER COVERAGE. Coverage under the Plan is offered to certain eligible former Employees
in addition to the COBRA continuation coverage otherwise offered under the Nordstrom, Inc. Welfare Benefit
Plan (the “Active Employee Plan”). With regard to any former Employee who elects coverage under the Planeither instead of COBRA continuation coverage or prior to the end of the maximum COBRA continuation period,
the Plan is considered “alternative coverage”, as described in Treasury Regulation Section 54.4980B-7.

-1-

ARTICLE II
GENERAL DEFINITIONS
2.1

Affiliated Employer: An employer which is related to the Company under Section 414(b) or (c) of the Code.

2.2

Code: Internal Revenue Code of 1986, as amended, and applicable regulations or guidance issued and in effectthereunder. Any reference to a section of the Code shall include such section and any comparable section or
sections of any future legislation that amends, supplements or supersedes such section.

2.3

Company: Nordstrom, Inc. or its successor entity.

2.4

COBRA: Consolidated Omnibus Budget Reconciliation Act of 1985 and applicable regulations issued and in
effect thereunder. Any reference to a section of COBRA shall include such section and any comparable section or
sections in any future legislation that amends, supplements or supersedes such section.

2.5

Covered Person: A Participant or any eligible dependent who is enrolled in and/or participates in a Plan Benefit.

2.6

CPCC: The Compensation, People and Culture Committee of the Board of Directors of Nordstrom, Inc. or its
successor committee.

2.7

Eligible Retiree: A former Employee who meets the eligibility requirements for a Plan Benefit, as described in theapplicable Governing Instrument or otherwise determined by the Plan Sponsor or Participating Employer.

2.8

Employee. A common law employee of an Employer who is classified as an employee by the Employer in books
and records of such Employer. Notwithstanding the foregoing, the term “Employee” shall not include thefollowing:(a)

Any individual with respect to whom an Employer does not withhold income or employment taxes andfile a Form W-2 (or any replacement Form) with the Internal Revenue Service because such individual
has executed a contract, letter of agreement, or other document acknowledging such individual’s status as
an independent contractor who is not entitled to benefits under the Plan or is otherwise not classified by
an Employer as a common law employee, even if such individual is later adjudicated to be a common law
employee of an Employer, unless and until the Employer extends coverage to such individual.

(b)

Any individual considered to be a leased employee under Section 414(n) of the Code.

(c)

Any individual classified by the Plan Sponsor as an employee of any entity that is not an AffiliatedEmployer.

(d)

Any individual who is not paid through a Participating Employer’s payroll system and does not receive a
W-2 from the Participating Employer.

2.9

Employer: A Participating Employer or a current or former Affiliated Employer that at one time employedindividuals who, by virtue of their employment by such Affiliated Employer, are or may become eligible forbenefits under this Plan provided all eligibility requirements are satisfied.

2.10

ERISA: Employee Retirement Income Security Act of 1974, as amended, and applicable regulations or guidanceissued and in effect thereunder. Any reference to a section of ERISA shall include such section and any
comparable section or sections in any future legislation that amends, supplements or supersedes such section.

-2-

2.11

Governing Instrument: Any currently applicable insurance contract, provider contract, service contract,
description, summary or schedule of benefits listed in the Addendum, as any such document is modified fromtime to time.

2.12

HIPAA: The Health Insurance Portability and Accountability Act of 1996 and applicable regulations issued and in
effect thereunder. Any reference to a section of HIPAA shall include such section and any comparable section or
sections in any future legislation that amends, supplements or supersedes such section.

2.13

Participant: An Eligible Retiree who participates in a Plan Benefit.

2.14

Participating Employer: The (i) Company and (ii) each Affiliated Employer, if any, that adopts the Plan or any
Plan Benefit with the consent of the CPCC or is otherwise designated for participation in the Plan or any
particular Plan Benefit by the CPCC (in each case, acting in a settlor capacity). A Participating Employer shall notinclude its subsidiary corporation or similar subordinate legal entity, unless otherwise qualifying as a Participating
Employer. The Participating Employer(s) are listed in the Addendum hereto with respect to particular Plan
Benefits provided its Eligible Retirees.

2.15

Plan: Nordstrom Retiree Health Plan, as amended and restated August 21, 2024, and any amendments hereto.

2.16

Plan Administrator: The CPCC.

2.17

Plan Benefit: Any benefit described in the Addendum to this document.

2.18

Plan Sponsor: The Company.

-3-

ARTICLE III
PARTICIPATION AND BENEFITS
3.1

PARTICIPATION. An Eligible Retiree becomes a Participant in the Plan when such retiree enrolls (or is enrolled)
in one or more of the Plan Benefits. The requirements for eligibility and participation for each Plan Benefit are set
out in the applicable Governing Instruments.

3.2

BENEFITS. The Plan shall provide benefits to Participants and their dependents in accordance with the terms,
conditions, restrictions and limitations provided in the Governing Instruments.

3.3

LOSS OF COVERAGE OR BENEFITS.
(a)

General. A Participant shall continue to be a Participant until the earliest of the following circumstances:(i) the Participant’s coverage under all of the Plan Benefits terminates in accordance with the terms of theapplicable Governing Instruments, (ii) the Participant ceases to be an Eligible Retiree, or (iii) the Plan
Administrator terminates the Participant’s participation under this Section. Covered Persons other thanthose who are Participants shall cease participation upon the earliest of the following circumstances: (i)such individual’s coverage under all of the Plan Benefits terminates in accordance with the terms of theapplicable Governing Instruments or (ii) the Plan Administrator terminates such individual’s participation
under this Section. Except as required by applicable law, including COBRA, if a Participant’s coverage
under a Plan Benefit is terminated, such Participant’s enrolled dependent’s coverage shall terminate. Any
exceptions or limitations that could result in a loss of eligibility or denial of benefits are described in the
Governing Instruments and incorporated by reference into the Plan.

(b)

Requirement to Provide Information or Documentation. As a condition of receiving future benefits under
the Plan, Eligible Retirees and Covered Persons must promptly provide Plan-related information or
documentation to the Plan Administrator upon request. If an Eligible Retiree or Covered Person does notprovide the requested information or documentation within the reasonable time frame identified by thePlan Administrator, the Plan Administrator may, in its sole discretion, terminate such individual’s
participation in the Plan or deny initial participation to such individual, as applicable. For purposes of thisparagraph, "Plan-related information or documentation" means information or documentation that isnecessary for Plan administration purposes, as determined by Plan Administrator, and shall include, but
not be limited to, social security numbers, birth certificates and information about other plans available toenrollees.

(c)Termination for Cause. Notwithstanding anything in the Plan or a Governing Instrument to the contrary,
the Plan Administrator may, in its sole discretion, deny coverage to an otherwise eligible individual or
terminate a Covered Person’s coverage in whole or in part if the Plan Administrator determines that anotherwise eligible individual or Covered Person has committed fraud, intentionally provided false
information or made a material omission when submitting enrollment or eligibility information, filingclaims or appeals, responding to information requests or in any other circumstance relating to the Plan. If
the Plan Administrator determines an event described in this subsection (c) has occurred, the Plan
Administrator shall, in its sole discretion, determine the individual(s) whose coverage will be denied or
terminated. Any such termination may be effective retroactively, in the discretion of the Plan
Administrator, to the extent permitted under applicable law.

-4-

(d)

Withdrawal of Participating Employer. The CPCC shall determine, in its discretion, when and if an
employer shall cease to be a Participating Employer with respect to the Plan or any Plan Benefit and what
the impact of such withdrawal shall be on the continuing eligibility of any Participant associated withsuch Participating Employer. The merger, consolidation, or liquidation of any Participating Employer
with or into any other Participating Employer shall not cause Participants formerly employed by theParticipating Employer to cease to be Eligible Retirees.

3.4

GROUP HEALTH PLAN REQUIREMENTS. Except as provided in this Section, the Plan hereby incorporates byreference the provisions in the Governing Instruments regarding the Plan's compliance with group health plan
mandates contained in the following laws, as may be amended, and any regulations or other guidance issued andin effect thereunder: (i) Parts 6 and 7 of Subtitle B of Title I of ERISA, (ii) the Uniformed Services Employment
and Reemployment Rights Act of 1994, (iii) the Family and Medical Leave Act of 1993, and such otherapplicable statutes as are not preempted by ERISA. In the event one or more of the Governing Instruments
inadvertently omit or contain inaccurate provisions regarding compliance with these group health plan mandates,
the Plan shall nevertheless be administered to comply with these group health plan mandates.

3.5

NO ASSIGNMENT OF BENEFITS. Benefits payable under the Plan shall not be subject in any manner toanticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge of any kind, and any attempt toeffect the same shall be void. Notwithstanding the foregoing, a Covered Person may direct, in writing, that
benefits payable to such person be paid instead to a person or entity providing services or supplies covered under
the Plan, or to a person or entity that has provided or paid for, or agreed to provide or pay for, any benefits
payable under the Plan. The Plan may, but is not required to, honor such a directive and reserves the right to makepayment directly to the Covered Person. No payment by the Plan pursuant to such a directive shall be considered
as recognition by the Plan of a duty or obligation to pay such third-party person or entity.

3.6

DEATH OF A COVERED PERSON. In the event of the death of a Covered Person occurring prior to such timeas all benefit payments due hereunder have been made, the Plan Administrator may, in its sole discretion andoption, honor purported benefit assignments, if any, made prior to the death of the Covered Person. Any payment
directed to be made by the Plan Administrator in accordance with the provisions of this section shall fullydischarge the Plan to the extent of such payments.

3.7

MISSTATEMENT OF AGE. If the age of an otherwise eligible individual or Covered Person has been misstatedand age is a factor in determining eligibility or amount of coverage, the coverages or amounts of benefits, or both,for which the individual is eligible shall be adjusted in accordance with the individual’s true age.

3.8

REIMBURSEMENTS. Whenever any benefit payments which should have been made under this Plan have been
made by another party, the Plan Administrator shall be authorized to pay such benefits to the other party. Amounts
so paid will be deemed to be benefit payments under the Plan, and the Plan shall be fully discharged from liability
for such payments to the full extent thereof.

3.9

RIGHT OF RECOVERY. Whenever any benefit payments have been made by the Plan in excess of the maximum
amount required under the Plan, the Plan shall have the right to recover all such excess amounts from any
persons, insurance companies or other payees, and the Covered Person shall make a good faith attempt to assist
the Plan Administrator in such recovery.

-5-

3.10

PHYSICAL EXAMINATIONS. The Plan shall have the right (at its own expense) to require a Covered Person
seeking benefits under the Plan to undergo a physical examination, when and as often as may be reasonable.

-6-

ARTICLE IV
PLAN FUNDING
4.1

FUNDING METHOD.
(a)

Permitted Trust. The Plan Sponsor may fund all or a portion of the Plan through a trust, which may be atrust exempt from taxation under Section 501(c)(9) of the Code, and for this purpose may enter into a
trust agreement with a trustee selected by it. Any such trust shall be listed in the Addendum.

(b)

Unfunded Plan. Unless the Addendum provides for funding through a trust, the Plan shall be an unfunded
plan, which means that the Plan Sponsor, any Participating Employer and the Plan Administrator shall not
hold funds, in a trust or otherwise, other than as part of their general assets, for the purpose of funding
benefits under the Plan. Benefits shall be paid either from (i) the general assets of the Plan Sponsor orParticipating Employers or (ii) pursuant to one or more contracts of insurance.

(c)

Insured Benefit. With regard to any Plan Benefit that is insured with an insurance company or healthmaintenance organization (HMO), benefits shall be paid solely by such insurance company or HMO
pursuant to the terms of the applicable contract. Therefore, neither the Plan Sponsor nor any Participating
Employer shall be responsible for paying such benefits, even if the applicable contract expires or lapses
for any reason.

4.2

CONTRIBUTION REQUIREMENTS. Notwithstanding anything in the Governing Instruments to the contrary,
the Plan Sponsor or its delegate may establish a premium contribution requirement for participation in a Plan
Benefit and may adjust such requirement at any time. Contributions need not be held in trust except as required
under applicable law or as elected by the Plan Sponsor.

4.3

RECEIPT OF FUNDS. In the event the Plan, Plan Sponsor, Plan Administrator or any Participating Employer
receives funds (whether in the form of a rebate, credit, demutualization award, medical loss ratio rebate orotherwise) from an insurer, administrator or other source, the Plan Administrator shall determine the extent towhich such funds constitute Plan assets under ERISA. To the extent the funds constitute Plan assets, the Plan
Administrator shall, in its sole discretion and in accordance with applicable law, determine how to appropriately
apply such Plan assets for the benefit of Participants and beneficiaries. Such allocation may include, but not belimited to, a cash distribution, a premium holiday or discount, or an increase in benefits under the Plan. To theextent the funds do not constitute Plan assets, the funds shall not be subject to the Plan and may be retained by therecipient.

-7-

ARTICLE V
PLAN ADMINISTRATION
5.1

AUTHORITY, RESPONSIBILITIES.
(a)

Administrator and Named Fiduciary. The Plan Administrator shall be the "administrator" and "named
fiduciary" of the Plan, as those terms are defined in ERISA. As such, the Plan Administrator shall be
responsible for the administration of the Plan and, in addition to the powers and authorities expressly
conferred upon it in the Plan, shall have all such powers and authorities as may be necessary to carry out
the provisions of the Plan, including the power and authority to interpret and construe the provisions of
the Plan, to make benefit determinations, and to resolve any disputes which arise under the Plan. In
addition, the Plan Administrator shall take all actions necessary to fulfill its responsibilities under ERISA.

(b)Discretionary Authority. In carrying out its duties under the Plan, including making benefit
determinations, interpreting or construing the provisions of the Plan (including the provisions of theincorporated Governing Instruments), making factual determinations, and resolving disputes, the Plan
Administrator (or any person, committee, or entity to whom authority has been delegated in accordancewith Section 5.1(d)) shall have absolute discretionary authority. The Plan Administrator's authority shall
include but not be limited to (i) the determination of eligibility of any individual under the Plan, (ii) thedetermination of entitlement to, amount, form and manner of payment of benefits under the Plan, (iii) the
resolution of issues arising under the Plan, including construction of disputed or doubtful terms of thePlan or of any rule, regulation, form or procedure, (iv) to ensure that all records necessary for proper
operation of the Plan are kept and to require any person claiming eligibility for any benefit under the Plan
to submit evidence of such eligibility in a form and manner deemed appropriate by the Plan
Administrator, and (v) all aspects regarding the administration and operation of the Plan, including any
claim under the Plan.

(c)

Employment of Agents. The Plan Administrator may retain and dismiss the services of any insurers,
contract administrators, legal counsel, accountants, consultants and other agents or service providers as it
may deem necessary or advisable to assist the Plan Administrator in carrying out its duties hereunder.

(d)Delegation of Duties and Powers. The Plan Administrator may:(1)

allocate any of its powers, authority, or responsibilities for the operation and administration of
the Plan among named fiduciaries; and(2)

designate a person or persons other than a named fiduciary to carry out any of such powers,
authority, or responsibilities.

Such delegates may include, without limitation, any person or committee deemed appropriate for suchdelegation by the Plan Administrator or any agents or service providers retained in accordance with
Section 5.1(c) above.
(e)Plan Procedures. The Plan Administrator (or its delegate) shall establish procedures for the administrationof the Plan.

-8-

5.2

(f)

Reports and Disclosures. The Plan Administrator (or its delegate) shall ensure compliance with allreporting, filing and disclosure requirements imposed on the Plan “administrator” by ERISA and anyother applicable law.

(g)

Other. The Plan Administrator (or its delegate) shall have the authority and discretion to perform or cause
to be performed such further acts as it may deem necessary, appropriate or convenient for the efficientadministration of the Plan.

(h)

Actions Binding. Any action taken in good faith by the Plan Administrator (or its delegate) in theexercise of authority conferred by this Plan shall be conclusive and binding upon Covered Persons andtheir beneficiaries.

(i)Discretion is Absolute. All discretionary powers conferred upon the Plan Administrator (or its delegate)
shall be absolute, provided, however, that the discretionary power shall not be exercised in a manner that
results in discrimination in favor of Employees who are officers, shareholders or highly compensatedEmployees of the Company. Any interpretation of Plan provisions and any findings of fact, including
eligibility to participate and eligibility for benefits, made by the Plan Administrator (or any delegate towhom the Administrator has allocated authority to make such interpretations and findings of fact) arefinal and will not be subject to “de novo” review unless shown to be arbitrary and capricious.

(j)References to Plan Administrator. Any provision of this document outside of this Section 5.1 that sets
forth or addresses the duties and authority of the Plan Administrator shall, to the extent the Plan
Administrator has delegated such duties and authority, also apply to the Plan Administrator’s delegate.

DISPUTED BENEFITS.
(a)

Claims and Appeals. The Plan Administrator has established a procedure for processing benefit claims
and appeals. Such procedure is described in the summary plan description(s) listed in the Addendum as
Governing Instruments and is incorporated into the Plan by reference.

(b)

Suspension of Benefits. If the Plan Administrator is in doubt concerning the entitlement of any individual
to any benefit claimed to be due under the Plan, the Plan Administrator may suspend any such benefit
until the Plan Administrator has determined, based on objective evidence satisfactory to the Plan
Administrator, whether the individual is entitled to such benefit.

(c)Legal Action. The Plan Administrator or the Plan Sponsor may file or cause to be filed in any court ofcompetent jurisdiction an appropriate legal action or process in such form as is deemed appropriate,including an interpleader action or an action for declaratory judgment, for a legal determination of theentitlement of any individual to any benefit under the Plan. The Plan Administrator and the Plan Sponsor
shall comply with any final order of the court in any such suit, subject to appellate review, and any
Covered Person or other interested party shall be similarly bound.

(d)Exhaustion of Remedies. No individual may bring a civil action for benefits under the Plan unless suchindividual has exhausted the claims and appeals procedure established by the Plan Administrator andfiled the civil action:

-9-

5.3

(1)

With respect to a fully-insured plan benefit (i) within the time period specified in the applicable
Governing Instrument or, if no such time period is specified, (ii) within three years from the dateof the initial claim, or if earlier, one year from the date the individual receives a final adverse
determination of the individual’s claim on review, as provided in the claims and appeal
procedure.

(2)

With respect to a self-insured plan benefit, within three years from the date of the initial claim, or
if earlier, one year from the date the individual receives a final adverse determination of theindividual’s claim on review, as provided in the claims and appeal procedure.

MISCELLANEOUS.
(a)

Plan Year. The Plan shall be administered with a plan year ending December 31 of each year.

(b)

Records. The records of a Participating Employer and each other business relating to the Plan and allother relevant matters shall be conclusive for purposes of the administration of the Plan.

(c)

Plan Expenses. The Plan may use plan assets to pay (i) reasonable expenses of administering the Plan and(ii) any other expenses permitted under the Code and ERISA. The Plan Sponsor and each Participating
Employer reserves the right, in its discretion, to pay any such Plan expenses.

(d)Plan Administrator Expenses. No Company employee who performs administrative functions under thePlan shall receive any compensation for such service beyond compensation as an employee of theCompany, but such employee shall be entitled to reimbursement from the Company for any reasonable
expenses actually and properly incurred in the performance of such duties.

(e)

Individuals Indemnified. To the extent permitted by applicable law, the Company hereby indemnifies any
Company employee who carries out any responsibilities under the Plan, and holds them harmless fromthe effects, consequences, expenses, attorney fees and damages of their acts or conduct in such capacity,
except to the extent that such consequences are the result of their own willful misconduct or breach of
good faith. Such indemnification shall be in addition to any other rights each may have as a matter of law,or by reason of any insurance or other indemnification.

(f)Subrogation and Recovery. The provisions regarding reimbursement/setoff and subrogation below shallapply to the Plan. However, if an insurance contract for a fully-insured benefit contains provisions forreimbursement/setoff and/or subrogation, the insurance contract provisions shall apply with respect tothat fully-insured benefit.
(1)

Application. This Section 5.3(f) applies when a Covered Person or such Covered Person’s legal
representatives, estate or heirs (collectively referred to herein as the “Representatives” andindividually as a “Representative”) recovers money or other property, by settlement, arbitration
award, verdict, insurance proceeds or otherwise (referred to as a “Recovery”), related to an
injury, sickness or other condition. A Covered Person or their Representative, upon claiming or
accepting payment or the provision of benefits under the Plan, agrees to do whatever is necessary
to fully-10-

secure and protect, and nothing to prejudice, the Plan’s right of subrogation, restitution, recovery
or reimbursement as set forth herein. The Plan Administrator has the sole discretion to interpretand construe these provisions.
(2)

Reimbursement/Setoff.
If the Covered Person or any Representative has made, or in the future may make, a Recovery,
including but not limited to a Recovery from any insurance company, the Plan will not cover
either the reasonable value of the services to treat such an injury or illness or the treatment ofsuch an injury or illness. These benefits are specifically excluded.
However, if the Plan does advance payment or provides care for such an injury, sickness or othercondition, or if the Plan pays other benefits in connection with such injury, sickness or othercondition, the Plan shall have first priority in payment to any amounts the Covered Person
recovers or that are recovered on their behalf regardless of whether the Recovery makes the
Covered Person whole for their losses, whether any other amounts, including but not limited to,attorney’s fees or amounts due under this provision are considered or not. The priority applies toany rights the Covered Person or their Representative(s), including any attorney, may have to the
Recovery. The Covered Person or their Representative(s) shall promptly convey monies or otherproperty from any Recovery from any party received by the Covered Person or their
Representative(s) to the Plan to reimburse the Plan for the amount of the benefits advanced orprovided by the Plan to the Covered Person or for the Covered Person’s behalf. By way of further
example, the types of payments covered include, but are not limited to payments related touninsured and underinsured motorist coverage, any no-fault insurance, medical payment
coverage (auto, homeowners or otherwise), workers’ compensation settlement, compromises orawards, other group insurance (including student plans), and direct Recoveries from liable
parties. This amount of the reimbursement shall be conveyed, regardless of whether or not (i) the
Covered Person was fully compensated, or “made-whole” for their loss; (ii) liability for payment
is admitted by the Covered Person or any other party; or (iii) the recovery by the Covered Personor their Representative(s) is itemized or called anything other than a recovery for medical
expenses incurred. The Plan, and the Covered Person’s participation in the Plan, includes theagreement that the Plan will have an equitable lien by agreement on any proceeds received by the
Covered Person or their Representative as described in this provision.
In order to secure the rights of the Plan under this provision, and because of the Plan’sadvancement of benefits, the Covered Person, by participating in the Plan (i) acknowledges thePlan shall have first priority against the proceeds of any such Recovery received by the Covered
Person or their Representative(s); and (ii) assigns to the Plan any benefits the Covered Person
may have under any automobile policy or other coverage, to the extent of the Plan’s claim forreimbursement. The Covered Person or their Representative(s) shall cooperate with the Plan andits agents, and shall sign and deliver such documents as the Plan or its agents reasonably request
to protect the Plan’s right of reimbursement, provide any relevant information, and take suchactions as the Plan or its agents reasonably request to assist the Plan making a full Recovery of
the amount of the benefits provided. The Covered Person and their Representative(s) (i) agree not
to take any action prejudicing the Plan’s rights of reimbursement and (ii) to consent to the right-11-

of the Plan, by and through its agent, to an equitable lien by agreement to, or to impress a
constructive trust on, the proceeds of any settlement to enforce the Plan’s rights under thisprovision and/or to setoff from any future benefits otherwise payable under the Plan the value of
benefits advanced under this provision to the extent not otherwise recovered by the Plan.
By accepting any benefits advanced by the Plan under this provision, the Covered Person andtheir Representative(s) acknowledges that any Recovery, including their claim to such proceeds
held by another person, held by the Covered Person or by another, is being held for the benefit of
the Plan under these provisions. Should the Covered Person or their Representative(s) fail toreimburse the Plan as required by this provision, the Plan shall have a right to offset future
benefits otherwise payable under this Plan to the extent of the value of the benefits advanced
under this provision to the extent not otherwise recovered by the Plan.
Although it is not obligated to, the Plan may, at the sole discretion of its fiduciaries or theirdelegates responsible for this issue, agree to reduce the amount it is owed by some or all of thelegal fees and expenses the Covered Person or their Representative incurs. The Plan may only
obligate itself to do so in a written agreement executed by or authorized by the Plan
Administrator in writing. Neither the Covered Person nor any Representative shall incur any
expenses on behalf of the Plan in pursuit of the Plan’s rights hereunder. Specifically, no court
costs or attorney’ s fees may be deducted from the Plan’s Recovery without the express writtenconsent of the Plan. Any so-called “Fund Doctrine” or “Common Fund Doctrine” or “Attorney’s
Fund Doctrine,” or any similar doctrine shall not defeat this right.
In cases of occupational illness or injury, the Plan’s recovery rights shall apply to all sums
recovered, regardless of whether the illness or injury is deemed compensable under any workers’
compensation or other coverage. Any award or compromise workers’ compensation settlement,
including any lump-sum settlement, shall be deemed to include the Plan’s interest and the Plan
shall be reimbursed in first priority from any such award or settlement.
The Plan shall recover the full amount of benefits advanced and paid hereunder, without regard
to any claim or fault on the part of any of the Covered Person or the Covered Person’s
beneficiaries, whether under comparative negligence or otherwise.
(3)

Subrogation.
In addition to the reimbursement right in the above provision, the Plan also has an equitable rightto subrogation based on the terms of the Plan if it so chooses to elect that right. This provisionapplies when instead of relying on, or solely relying on, the reimbursement provision, the Plan
wishes to actively pursue a claim directly against another party who is, or who may beconsidered, liable for the Covered Person’s injury, sickness or other condition (including
insurance carriers who are so financially liable) and the Plan has advanced or will advancebenefits.
In consideration for the advancement of benefits, the Plan is subrogated to all of the Covered
Person’s rights against any party for which the Plan would have a right of repayment if the
Covered Person had received a Recovery from that party as described in the
Reimbursement/Setoff provision above, to the extent of the value of the benefits advanced to the
Covered Person under the Plan at any time. The-12-

Plan may assert this right independently of the Covered Person. The Plan is not obligated in any
way to pursue this right independently or on the Covered Person’s behalf, but may choose topursue its rights to subrogation in lieu of or in addition to its right to reimbursement under thePlan, at its sole discretion.
The Covered Person or their Representative is obligated to cooperate with the Plan and its agentsin order to protect the Plan’s subrogation rights. Cooperation means providing the Plan or its
agents with any relevant information requested by them, signing and delivering such documents
as the Plan or its agents reasonably request to secure the Plan’s subrogation claim, and obtaining
the consent of the Plan or its agents before releasing any party from liability for payment of
medical expenses.
If the Covered Person or their Representative enters into litigation or settlement negotiations
regarding the obligations of other parties, they must not prejudice, in any way, the subrogationrights of the Plan under this provision. In the event they fail to cooperate with this provision,
including executing any documents required herein, the Plan may, in addition to remedies
provided elsewhere in the Plan and/or under the law, set off from any future benefits otherwise
payable under the Plan the value of benefits advanced under this provision to the extent notrecovered by the Plan.
The Plan's subrogation right is a first priority right and must be satisfied in full prior to any otherclaim of the Covered Person or any of their Representatives, regardless of whether the Covered
Person is fully compensated for their damages. The costs of legal representation of the Plan inmatters related to subrogation shall be borne solely by the Plan. The costs of the Covered
Person’s or their Representative’s legal representation shall be borne solely by the Covered
Person or their Representative and shall not be applied as a credit against any Recovery by thePlan except as the Plan elects to do so in writing in its sole discretion through the Plan
Administrator. As with the Reimbursement/Setoff provision above, the so-called “Make-Whole,”“Fund Doctrine,” “Common Fund Doctrine,” or “Attorney's Fund Doctrine,” or any similar
doctrine, shall not apply to any Recovery at issue under this provision.
The Plan or its delegate, on behalf of the Plan, may choose to exercise its right toreimbursement/setoff, subrogation or both.
(4)

Covered Person’s Obligations. The Covered Person or their Representative must:(i) Promptly notify the Plan when notice is given to any third party to pursue a claim for
injuries, illnesses or conditions that may be the legal responsibility of a third party;(ii) Cooperate with the Plan to protect rights to reimbursement and subrogation, including,signing and delivering, within thirty (30) days of a reasonable request to do so, or sooner if
required by emergent circumstances, any documents needed to secure a subrogation claim, toprotect rights to reimbursement, or to effect the assignment or lien described in theprovisions above;(iii) Provide any relevant information;(iv) Get the consent of the Plan Administrator before releasing any party from liability for
payment of medical expenses;-13-(v) Take such other actions as may be needed to assist in making a full recovery of the cost of
all benefits provided; and(vi) Not take any action that prejudices the Plan’s rights to reimbursement/setoff or subrogation,
including but not limited to making any settlement or recovery which specifically attempts to
reduce or exclude the full cost of benefits provided by this Plan.
(5)

Consequence of Failure to Comply. If the Covered Person or their Representative fails to comply
with the requirements of these Reimbursement/Setoff and/or Subrogation provisions, theCovered Person or their Representative shall be responsible for all benefits provided by this Planin addition to costs, attorneys’ fees, and interest incurred by the Plan in getting repayment. The
Covered Person’s future benefits may be reduced or withheld to recover monies owed to the
Plan.

-14-

ARTICLE VI
HIPAA PRIVACY AND SECURITY
6.1

GENERAL REQUIREMENTS.
(a)

6.2

Definitions.
(1)

Business Associate. For purposes of this Article, the term "Business Associate" means a personor entity providing services to the Plan pursuant to a written agreement, and as further defined in
45 CFR § 160.103.

(2)

PHI (Protected Health Information). For purposes of this Article, the term “PHI”, which is anacronym for “Protected Health Information”, has the meaning given to it in 45 CFR § 160.103,
but shall be limited to information that is created or received by the Plan, or a Business Associateof the Plan, that (i) relates to the past, present, or future physical or mental health or condition of
an individual covered under the Plan, the provision of health care to such an individual, or thepast, present, or future payment for the provision of health care to such an individual and (ii)identifies the individual or for which there is a reasonable basis to believe the information can beused to identify such individual. For the avoidance of doubt, PHI does not include payroll records
or enrollment records held by a Participating Employer.

(3)Plan. As used in this Article, references to the "Plan" shall include the Plan Sponsor or Plan
Administrator, as appropriate, acting on behalf of the Plan.

(4)

Plan Administration Functions. For purposes of this Article, the term "Plan Administration
Functions" means administration functions performed by the Plan Sponsor on behalf of the Plan,
excluding functions performed by the Plan Sponsor in connection with any other benefit orbenefit plan of the Plan Sponsor, as further defined in 45 CFR § 164.504.

(g)

Use and Disclosure of PHI. The Plan shall use and disclose PHI in accordance with the uses anddisclosures permitted by HIPAA. The Plan may disclose PHI to the Plan Sponsor to perform Plan
Administration Functions which the Plan Sponsor performs for the Plan, provided the Plan and Plan
Sponsor meet the written certification requirements in Section 6.2.

(h)Hybrid Entity Designation. The Plan is a “hybrid entity,” i.e., a single legal entity with both covered andnon-covered functions under HIPAA. The Plan hereby designates the Plan Benefits that constitute“Health Plans,” as that term is defined under 45 CFR § 160.103, as the Plan's “health care components,”
which components must comply with the requirements of HIPAA.

DISCLOSURE TO PLAN SPONSOR.
(a)

Certification of Plan Sponsor. The Plan shall disclose PHI to the Plan Sponsor only upon the receipt of acertification by the Plan Sponsor that the Plan has been amended to incorporate the provisions of 45 CFR§ 164.504(f)(2)(ii), and that the Plan Sponsor agrees to the conditions of disclosure set forth in Section
6.2(b).

-15-

(b)

Conditions of Disclosure to Plan Sponsor. With respect to any PHI disclosed to the Plan Sponsor by thePlan, an insurer, health maintenance organization ("HMO"), or any third party, the Plan Sponsor shall:(1)

Not use or further disclose the PHI other than as permitted or required by the Plan documents, or
as required by law;(2)

Ensure that any agents to which it provides PHI received from the Plan, agree to the same
restrictions and conditions that apply to the Plan Sponsor with respect to such PHI;(3)

Not use or disclose the PHI for employment-related actions and decisions, or in connection withany other benefit or employee benefit plan of the Plan Sponsor;(4)

Report to the Plan any use or disclosure of the PHI that is inconsistent with the uses ordisclosures permitted by the Plan, of which it becomes aware;(5)

Make available to individuals who request access to the individual's PHI, such information as
may be requested, to the extent provided by 45 CFR § 164.524;(6)

Amend PHI of individuals who request an amendment to the individual's PHI, and incorporate
any amendments to the individual's PHI, subject to the limits in 45 CFR §164.526;(7)

Make available to individuals who request an accounting of disclosures of the individual's PHI,
the information required to provide an accounting of disclosures in accordance with 45 CFR§164.528;(8)

Make its internal practices, books, and records, relating to the use and disclosure of PHI received
from the Plan, available to the Secretary of Health and Human Services for purposes ofdetermining compliance by the Plan with HIPAA;(9)

If feasible, return or destroy all PHI received from the Plan that the Plan Sponsor maintains in
any form, and retain no copies of such information, when no longer needed for the purpose forwhich the disclosure was made, except that, if such return or destruction is not feasible, limit
further uses and disclosures to those purposes that make the return or destruction of theinformation not feasible; and(10)

Ensure that the adequate separation between Plan and the Plan Sponsor, required by 45 CFR§ 164.504(f)(2)(iii), is satisfied and that terms set forth in this Section are followed.

(c)Adequate Separation Between Plan and Sponsor. The Plan Sponsor shall allow only Authorized
Employees access to the PHI. Authorized Employees shall have access to, and use such PHI, only to theextent necessary to perform the Plan Administration Functions that the Plan Sponsor performs for thePlan. In the event that any Authorized Employee does not comply with the provisions of this Section, thePlan Sponsor shall provide a mechanism for resolving issues of noncompliance, including disciplinary
sanctions.

(d)Authorized Employees. For purposes of this Article, the term "Authorized Employees" means employees
whose job duties relating to the Plan require PHI, including the HIPAA-16-

Privacy and Security Officer, the Plan Administrator, the Chief Human Resources Officer, benefits
department personnel, certain human resources personnel, in-house counsel, and others such as payroll
department and information technology department personnel whose duties may require or necessarily
provide incidental access to PHI.

6.3

(e)

Other Permitted Uses and Disclosures. Without regard to the foregoing provisions of this Section, thePlan shall also disclose to the Plan Sponsor in accordance with HIPAA any other information permitted
by HIPAA, including but not limited to information disclosed pursuant to a written authorization from anindividual to disclose PHI to the Plan Sponsor (provided that such authorization must satisfy therequirements of 45 CFR § 164.508), summary health information as provided in 45 CFR § 164.504(f)(1)(ii), and participation and enrollment information as provided in 45 CFR § 164.504(f)(1)(iii).

(f)Compliance with HIPAA. Notwithstanding any other provision of the Plan to the contrary, in no event
shall the Plan Sponsor use or disclose PHI in a manner that is inconsistent with HIPAA.

SECURITY PROVISIONS.
(a)ePHI (Electronic Protected Health Information). For purposes of this Section, the term “ePHI”, which isan acronym for “Electronic Protected Health Information”, means Protected Health Information that istransmitted by or maintained in electronic media.

(b)

Safeguards. The Plan Sponsor shall implement administrative, physical and technical safeguards thatreasonably and appropriately protect the confidentiality, integrity, and availability of the ePHI that it
creates, receives, maintains, or transmits on behalf of the Plan in accordance with 45 CFR § 164.314(b)(2)(i).
(1)

Agents. The Plan Sponsor shall ensure that any agent to whom it provides ePHI agrees toimplement reasonable and appropriate security measures to protect the ePHI.

(c)

Security Incidents. The Plan Sponsor shall report to the Plan any security incident of which it becomesaware. For purposes of this Section, a security incident is the attempted or successful unauthorizedaccess, use, disclosure, modification, or destruction of information in an information system, and as
further defined in 45 CFR § 164.304.

(d)Security Measures for Adequate Separation. The Plan Sponsor shall ensure that the adequate separation
required by Section 6.2(c) is supported by reasonable and appropriate security measures.

-17-

ARTICLE VII
PLAN AMENDMENT AND TERMINATION
7.1

PLAN AMENDMENT.
(a)

7.2

General Authority and Method.
(1)

The CPCC, acting in a settlor capacity not in a fiduciary capacity, shall have the full and absoluteright to amend or change the Plan in whole or in part at any time and for any reason.

(2)

Except as set forth below with respect to non-material amendments, the Plan must be amended
through a formal amendment to this document or through a formal resolution directing theamendment of this document in order to effect a material amendment to this Plan, which must be
in writing and executed by the CPCC or an individual or committee delegated amendment
authority by the CPCC.

(b)

Non-material Amendments. Notwithstanding the foregoing, the Company’s most senior executive
responsible for human resources matters (“CHRO”) shall have settlor authority to approve and adopt nonmaterial, technical, legal, and/or administrative amendments to the Plan and shall notify the CPCC of all
amendments adopted under this provision. For this purpose, “legal” amendments are amendments
necessary to ensure legal compliance, as determined by the CHRO. Such amendments shall be adopted
through a formal amendment to this document, which must be in writing and executed by the CHRO or
an individual or committee delegated amendment authority by the CHRO.

(c)

Amendment of Governing Instruments. Once a formal plan amendment adopted under Section 7.1(a) or(b) has approved the inclusion of a Governing Instrument in the Addendum, the CHRO shall have settlor
authority to approve and adopt non-material, technical, legal, and/or administrative amendments to theGoverning Instrument. Such amendments may be approved by the CHRO, or an individual or committeedelegated amendment authority by the CHRO, without need for any formal corporate approval or further
amendment to this document.

PLAN TERMINATION.
(a)

Authority. The CPCC, acting in a settlor capacity not in a fiduciary capacity, shall have the right toterminate the Plan at any time and for any reason. For avoidance of doubt, the elimination of a Plan
Benefit shall be deemed an amendment to the Plan rather than a termination or partial termination of the
Plan.

(b)

Method. Any termination of the Plan must be done in writing through a resolution of the CPCC.

(c)

Plan Benefit Disposition. Upon termination of the Plan, the Plan Administrator shall determine theprovision of benefits under the Plan and the disposition of any Plan assets. A termination of the Plan shallnot affect the right of any Covered Person to benefits that accrued prior to the date of termination.

-18-

ARTICLE VIIIMISCELLANEOUS
8.1

8.2

8.3

APPLICABLE LAW.
(a)ERISA. The Plan shall be governed by ERISA and all other applicable laws that are not preempted by
ERISA.

(b)

State Law. Except as required by ERISA or any other applicable law, the validity, construction andadministration of the Plan shall be determined under the laws of the state of Washington.

(c)

Forum Selection. Except as set forth in Section 8.1(d), any action brought to enforce any claim to obtainany benefit under the Plan will be litigated in Washington state court or the United States District Court
for the Western District of Washington and no other.

(d)

Dispute Resolution. Any disputes related to this Plan other than claims for benefits subject to theprovisions of Section 5.2 shall be resolved through mutually binding arbitration as outlined in
Nordstrom’s Dispute Resolution Program the terms of which are incorporated by reference into this Plan.

CONSTRUCTION.
(a)

Plan Provisions. All Section and Article references are to the Plan, unless otherwise indicated. Except
where otherwise indicated by the context, the definition of any terms herein in the singular shall also
include the plural, and vice versa. Except with respect to defined terms, the headings of the various
articles and Sections are inserted for convenience of reference and are not to be regarded as part of thePlan or as indicating or controlling the meaning or construction of any provision.

(b)

Entire Plan. The Plan and any subsequent amendments shall constitute the entire Plan. No contrary
written or oral statement regarding the Plan may be relied upon by any Covered Person or any otherindividual.

(c)

Severability. If any term or provision of the Plan is held invalid or unenforceable by a court of competentjurisdiction, such invalidity or unenforceability shall not affect the remaining terms and provisions of thePlan, and the Plan shall be construed and enforced as if such provision had not been included.

LIABILITIES; RIGHTS.
(a)

Limitation of Liability. The liability of the Plan Administrator shall be limited to the obligations
expressly set forth in the Plan. The Plan shall not be construed to impose any further or additional duties,
obligations or costs on the Plan Administrator, or any Company employee authorized to act on behalf of
the Plan Administrator, unless expressly set forth hereunder.

(b)

Limitation of Rights. Neither the establishment of the Plan nor any amendment thereof, nor the paymentof any benefits, will be construed as giving to any Covered Person or any other person any legal or
equitable right against the Company, the Plan, or the Plan Administrator, except as provided herein.

-19-

8.4

8.5

(c)

Third Parties. The Plan shall not be construed to give any person other than Covered Persons any rights
or remedies under the Plan.

(d)

Waiver of Rights. No failure by the Plan Sponsor or Plan Administrator to enforce any provision of thePlan will affect the Plan Sponsor’s or Plan Administrator’s right thereafter to enforce the provision, norwill that failure affect the Plan Sponsor’s or Plan Administrator’s right to enforce any other provision of
the Plan.

EMPLOYMENT MATTERS.
(a)No Contract of Employment. The Plan does not constitute a contract of employment. A Participant’s
participation in the Plan shall not give the Participant any right to be retained in the service of any
Participating Employer. Each Participating Employer expressly retains the right to hire and terminate any
employee or Participant at any time with or without cause, with or without notice, as if the Plan had notbeen adopted.

(b)Plan Binding. A Covered Person, by participating in and accepting the benefits of the Plan, shall bebound then and thereafter by the terms of the Plan, as it may be amended from time to time.

(c)

Reclassification. In the event that any governmental or administrative agency, court or other authoritative
body requires an Employer to reclassify the employment or eligibility status of any individual who is
excluded from participation under the Plan (including therefore a reclassification of an excluded
employee or an independent contractor to become a common law employee), regardless if agreed to by
the Employer, such reclassified individual nevertheless shall not be considered an Employee, Eligible
Retiree, or otherwise eligible for the Plan and, therefore, shall not be entitled to benefits under the Plan asa result thereof.

(d)Forms, Proofs. Each Covered Person shall be required to complete such administrative forms and furnish
such documentation (e.g., proof of age) as deemed necessary and appropriate by the Plan Administrator.

SECTION 409A COMPLIANCE.
(a)

General. To the extent required to comply with Section 409A of the Code, any taxable benefits provided
under the Plan shall be subject to the following provisions.
(1)

The amount of expenses eligible for reimbursement, or in-kind benefits provided, during acalendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to beprovided, in any other calendar year; provided, however, that the Plan may impose a lifetime
maximum on benefits provided under Section 105(b) of the Code to the extent otherwise
permitted under applicable law.

(2)

Except as provided in Section 8.5(b), the reimbursement of the eligible expense must be made no
later than the last day of the calendar year following the calendar year in which the expense wasincurred.

(3)

The right to reimbursement or in-kind benefits is not subject to liquidation or exchange foranother benefit.

-20-

(b)

Disputed Payments. To the extent that the Plan Administrator initially denies a claim, but the Plan
ultimately provides a benefit pursuant to the resolution of the applicable claims and appeals procedures or
as a result of a lawsuit, payment for such benefit will be made no later than the later of (a) the end of thefirst calendar year in which either the Plan determines that the amount is payable or the Plan is required
to make payment under a final and non-appealable judgment or other binding decision or (b) the latest
date permitted under Section 8.5(a).

-21-

EXECUTION

IN WITNESS WHEREOF, Nordstrom, Inc. has hereunto caused its name to be subscribed effective as of the 23rdof August, 2024.
NORDSTROM, INC.
/s/ Lisa Price
By: Lisa Price
Its: Chief Human Resources Officer-22-

NORDSTROM RETIREE HEALTH PLAN
(August 21, 2024 Restatement)
ADDENDUM: PLAN BENEFIT SCHEDULE
1. MEDICAL BENEFITS
Plan Benefit(Sections 1.1, 2.10)• Description: Insured major medical and prescription drug benefits• Legal Status:
A “group health plan” under Code §5000, ERISA, COBRA, HIPAA
An “accident and health plan” under Code §105

Governing Instrument(s)•••Nordstrom Summary Plan Description: Health Benefits and Administrative
Information chapters
Aetna Life Insurance Co. Policy and associated Certificates of Coverage and
Schedules of Benefits for the Aetna PPO and CDHP Plans
Aetna Life Insurance Co. Policy and associated Certificate of Coverage and
Schedule of Benefits for the applicable Aetna Medicare Advantage Plan

Participating Employer(s)•Nordstrom, Inc.

Applicable TrustNone
2. DENTAL BENEFITS

Plan Benefit• Description: Insured dental benefits• Legal Status:
A “group health plan” under Code §5000, ERISA, COBRA, HIPAA
An “accident and health plan” under Code §105

Governing Instrument(s)••Participating Employer(s)•Applicable Trust

NoneDated: August 21, 2024

A-1

Nordstrom Summary Plan Description: Health Benefits and Administrative
Information chapters
Aetna Life Insurance Co. Policy and associated Certificate of Coverage and
Schedule of Benefits for the Aetna PPO Dental Plan
Nordstrom, Inc.

Exhibit 10.6

NORDSTROM
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2024 Restatement
As Adopted on August 20, 2024

TABLE OF CONTENTS

Page
ARTICLE II. TITLE, PURPOSE AND EFFECTIVE DATE 1
1.01 Title 1
1.02 Purpose 1
1.03 Effective Date 1
ARTICLE II. ELIGIBILITY AND PARTICIPATION 1
2.01 Eligibility 1
2.02 Participation 2
2.03 Disability 3
2.04 Leave of Absence 4
ARTICLE III. BENEFITS 4
3.01 Retirement Benefit 4
3.02 Tier I Executive Retirement Benefit 5
3.03 Tier II Executive Retirement Benefit. 5
3.04 1999 and Transition Plan Executive Retirement Benefit. 5
3.05 Normal Retirement Benefits 6
3.06 Early Retirement Benefits 6
3.07 Deferred Retirement Benefits 7
3.08 Disability Retirement Benefits 7
3.09 Death Benefit 7
3.10 Payment of Benefits 7
ARTICLE IV. RIGHTS OF PARTICIPANTS IN THE PLAN 8
4.01 Vesting 8
4.02 Exceptions to Vesting 9
4.03 Application of Clawback Policy 10
4.04 Rights in Plan are Unfunded and Unsecured 11
4.05 Discretion to Grant Years of Service or Increase Age 11
ARTICLE V. DEATH BENEFITS 11
5.01 Death Benefit Payable 11
5.02 50% Joint and Survivor Annuity 12
5.03 Acknowledgment 12
5.04 Surviving Beneficiary 12
5.05 Doubt as to Beneficiary 12
5.06 Correction of Erroneous Payments and Overpayments 12
ARTICLE VI. TERMINATION, AMENDMENT OR MODIFICATION OF THE PLAN 13
6.01 Plan Amendments and Termination 13i

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6.02 Change of Control – Protected Benefits 13
ARTICLE VII. CLAIMS PROCEDURES 15
7.01 Submission of Claim 15
7.02 Denial of Claim 15
7.03 Review of Denied Claim 15
7.04 Decision upon Review of Denied Claim 15
ARTICLE VIII. TRUST 16
8.01 Establishment of the Trust 16
8.02 Interrelationship of the Plan and the Trust 16
8.03 Funding on Change of Control 16
8.04 Administration of Trust Assets. 16
ARTICLE IX. PLAN ADMINISTRATION 17
9.01 Plan Administrator 17
9.02 Powers and Authority of the Plan Administrator 17
9.03 Delegation of Powers and Authority 17
9.04 Reliance on Opinions 17
9.05 Information 17
9.06 Indemnification 17
ARTICLE X. MISCELLANEOUS 18
10.01 No Employment Contract 18
10.02 Employee Cooperation 18
10.03 Illegality and Invalidity 18
10.04 Required Notice 18
10.05 Interest of Participant’s Beneficiary 18
10.06 Tax Liabilities from Plan 18
10.07 Benefits Nonexclusive 19
10.08 Discharge of Company Obligation 19
10.09 Costs of Enforcement 19
10.10 Gender and Case 19
10.11 Titles and Headings 19
10.12 Applicable Law 19
10.13 Code Section 409A 19
10.14 Dispute Resolution 19ii

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2024 RESTATEMENTARTICLE I.
TITLE, PURPOSE AND EFFECTIVE DATE
1.01
Title. This plan shall be known as the Nordstrom Supplemental Executive Retirement Plan, and any reference in this
instrument to the “Plan” or “SERP” shall include the plan as described herein and as amended from time to time.
1.02 Purpose. The Plan is intended to constitute an unfunded plan maintained primarily for the purpose of providing deferredcompensation for a select group of management or highly compensated employees of Nordstrom, Inc., a Washington corporation(“Company”), and its U.S. subsidiaries and affiliates, within the meaning of Section 201(2), 301(a)(3) and 401(a)(4) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”). In addition, the Plan is an unfunded, nonqualified plan that is notintended to satisfy the qualification requirements set forth in Section 401(a) of the Internal Revenue Code of 1986, as amended(“Code”). The benefits provided to a Participant under this Plan are in addition to any other benefits available to such Participant under
any other plan or program for employees. The Plan shall supplement and shall not supersede, modify or amend any other such plan orprogram except as may otherwise be expressly provided.
1.03 Effective Date. The Plan was originally effective as of July 18, 1988. The Plan has been subsequently amended on a numberof occasions in order to provide a number of Plan design changes, to make changes in Plan administration and to otherwise clarify
certain Plan provisions. The Plan was also previously amended to comply with Section 409A of the Code. For the period from January
1, 2005 to December 31, 2008, the Plan observed operational compliance with Section 409A of the Code, in accordance withtransitional guidance issued by the Internal Revenue Service. This 2024 Restatement is effective as of August 20, 2024.
ARTICLE II.
ELIGIBILITY AND PARTICIPATION
2.01 Eligibility. Eligibility for this Plan shall be limited to Executives as that term is defined herein.
(a)
Executive Defined. For purposes of this Plan, the term “Executive” means the officers of Company and any othermanagement or highly compensated employee of the Company or a U.S. subsidiary or affiliate, who has been specifically designatedby the Plan Administrator as eligible to become a Participant in this Plan. When designating such individual as an “Executive,” thePlan Administrator shall have the discretion to categorize Executives as any one of the following:
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(i) 1999 Plan Executives. A “1999 Plan Executive” is any Executive who, as of January 1, 2003, was both: (1) designated as
eligible under the Plan (either because he or she was a corporate officer or as a result of the Company’s Board of Directors or Board
Committee designation), and (2) eligible for, or within one year of being eligible for, Early Retirement under the Plan.
(ii) Transition Plan Executives. A “Transition Plan Executive” is any Executive who, as of January 1, 2003, met all of thefollowing requirements: (1) was designated as eligible under the Plan (either because he or she was a corporate officer or as a result of
the Company’s Board of Directors or Board Committee designation), (2) had more than 15 Years of Credited Service under the Plan,(3) was not eligible for, and was not within one year of being eligible for, Early Retirement under the Plan, and (4) was not specificallydesignated as a Tier I or Tier II Executive.
(iii) Tier I Executives. A “Tier I Executive” is any Executive designated by the Plan Administrator as a Tier I Executive andwho is not a 1999 Plan Executive or a Transition Plan Executive.
(iv) Tier II Executives. A “Tier II Executive” is any Executive designated by the Plan Administrator as a Tier II Executive
and who is not a 1999 Plan Executive or a Transition Plan Executive.
(v)
Change in Designation. The Plan Administrator shall have the discretion and authority to change an Executive’s
designation, provided that the time and form of payment of a benefit under this Plan shall be determined based on the Executive’scategory when he or she was first designated as eligible for this Plan.
(b) Revocation of Designation. Notwithstanding the foregoing, the Plan Administrator may, in its sole and exclusive discretion,
revoke an employee’s designation as an Executive hereunder at any time. An Executive whose designation has been revoked shall beentitled to only those benefits, if any, which have vested as of the date of revocation, and the revocation shall not change the time orform of payment of vested benefits.
(c) Certain Executive Transfers. An Executive who experiences a change in his or her employment status (other than separationfrom active employment) such that he or she no longer qualifies as an Executive, shall continue to be considered an eligible Executive
solely for purposes of determining whether the Executive has separated from active employment (including for purposes ofdetermining eligibility for Early Retirement under 3.06), but shall not accrue any additional benefits and shall not receive benefit credit
for such service except unless otherwise determined by the Plan Administrator.
2.02
Participation. An Executive becomes a “Participant” in the Plan, when such Executive retires under 2.02(a), with theappropriate approval under 2.02(b) and 2.02(c), as follows:
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(a)“Retirement” Defined. An Executive retires under the terms of the Plan when such Executive separates from active
employment with the Company and each and every subsidiary and affiliate of the Company, on or after a retirement date specified inthis section. For purposes of this Plan, an Executive separates from active employment on the date when the Company and the
Executive reasonably anticipate that the Executive’s level of bona fide services will be permanently reduced to 49 percent or less of thelevel of bona fide services performed during the immediately preceding period of 36 consecutive months. An Executive’s transfer to a
subsidiary or affiliate of the Company shall not, by itself, constitute a separation from active employment for purposes of this section.
For purposes of the Plan, the Retirement Dates are:(i) Normal Retirement Date. The Executive’s Normal Retirement Date shall be (a) a 1999 Plan Executive’s sixtieth (60th)birthday, (b) a Transition Plan Executive’s fifty-fifth (55th) birthday, or (c) a Tier I or Tier II Executive’s fifty-eighth (58th) birthday.
(ii) Early Retirement Date. The Executive’s Early Retirement Date shall be the date that the Executive has both:(1) completed at least ten (10) Years of Credited Service (as defined under 3.01(a)); and(2) in the case of a 1999 Plan Executive, attained age 50, or in the case of a Tier I, Tier II or Transition Plan Executive,
attained age 53.
(iii) Disability Retirement Date. The Executive’s Disability Retirement Date shall be the date on which: (1) a 1999 Plan
Executive becomes eligible for unreduced Early Retirement Benefits under Section 3.06, provided that the Executive continues to bepermanently Disabled on such date, or (2) a Tier I, Tier II or Transition Plan Executive becomes eligible for Normal Retirement
Benefits under 3.05, provided that the Executive continues to be permanently Disabled through his or her Normal Retirement Date.
(b) Plan Administrator Approval for Early Retirement. An Executive who separates from active employment on or after his or
her Early Retirement Date (but prior to Normal Retirement Date) must receive the consent and approval of the Plan Administrator forsuch early retirement. If the Executive elects to separate from active employment without Plan Administrator approval of early
retirement, the Executive’s entire benefit under the Plan shall be forfeited.
2.03 Disability. An Executive who becomes Disabled while employed by the Company or a U.S. subsidiary or affiliate shall bedeemed to be an Executive in active service with the Company or such subsidiary or affiliate during the period of such Disability andshall continue to accrue Years of Credited Service for such period whether or not such Executive actually performs services for theCompany or such subsidiary or affiliate during such period; provided, however, that accrual of service under this section shall cease
upon the earlier of the Disabled Executive’s: (i) recovering from such Disability; or (ii) Disability Retirement Date. An Executive who
recovers from such Disability, but who does not thereafter return to active service with the Company or a U.S. subsidiary or affiliate
shall be treated as though he or she terminated employment prior to reaching a Retirement
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Date and his or her Plan benefit shall be forfeited. For purposes of the Plan, “Disability” or “Disabled” means the Participant’s inability
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months;
provided that, to the extent required to comply with Code Section 409A, “Disability” shall have the meaning provided in Code Section
409A.
2.04 Leave of Absence. The Plan Administrator shall determine, on an individual basis and in its sole and absolute discretion, thetreatment under the Plan of an Executive who takes an unapproved leave of absence for reasons other than Disability, provided that thetime or form of payment of benefits set forth in this Plan may not be changed solely because of the Executive’s leave of absence. If an
Executive is on an approved leave of absence for reasons other than Disability, the employment relationship will be treated ascontinuing for the entire period of the approved leave.
ARTICLE III.
BENEFITS
3.01 Retirement Benefit. An Executive’s “Retirement Benefit” shall mean the benefit payable to the Executive as a Participant,pursuant to this Article III, expressed and payable as a monthly benefit in the form of a 50% Joint and Survivor Annuity, commencing
on the Retirement Date. An Executive’s Retirement Benefit depends on the Executive’s eligibility category as designated by theCompany’s Board of Directors or Board Committee as a 1999 Plan Executive, Transition Plan Executive, Tier I Executive, or Tier II
Executive, with the following provisions and definitions applying to each of those categories:(a) Year of Credited Service. A “Year of Credited Service” shall have the same meaning as “Years of Vesting Service” under theNordstrom 401(k) Plan (and any predecessor or successor thereto) (“401(k) Plan”). Service with a subsidiary or affiliate of theCompany shall not be considered “Credited Service” unless the Plan Administrator specifically agrees to credit such service. In
addition, Years of Credited Service may be granted by the Plan Administrator under 4.05. In no case, however, will more than twentyfive (25) Years of Credited Service be counted for any purpose under the Plan.
(b)
Final Average Compensation. For purposes of this Plan, “Final Average Compensation” shall mean the monthly
compensation resulting from the average of the highest thirty-six (36) months of the Executive’s Covered Compensation, measured
over the Averaging Period:(i)
Covered Compensation. For purposes of determining an Executive’s Final Average Compensation, “Covered
Compensation” shall include base salary and the actual cash bonus paid under the Company’s (or a subsidiary or affiliate’s) broadbased and/or executive management bonus plan for the fiscal year. Covered Compensation shall not include any other items of
remuneration such as reimbursements, allowances, fringe benefits, spot bonuses, sign-on bonuses, and amounts realized from theexercise of stock options or when other forms of equity compensation
4

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or awards vest, regardless of whether such amounts are included in the taxable income of the Executive. Except as otherwise
determined pursuant to Section 2.01(c), Covered Compensation shall not include any remuneration received during any period when
the Participant did not qualify as an Executive.
(ii) Averaging Period. The Executive’s “Averaging Period” shall be the longer of: (a) the final sixty (60) months of the
Executive’s employment; or (b) the entire period of service (measured in months) after either (1) a 1999 Plan Executive’s fiftieth (50th)birthday, or (2) a Transition Plan or Tier I or II Executive’s fifty-third (53rd) birthday. Except as otherwise determined pursuant to
Section 2.01(c), periods of employment during which the Participant did not qualify as an Executive shall not be considered for
purposes of determining the Averaging Period.
(c) Maximum Retirement Benefit. Notwithstanding anything in the Plan to the contrary, including but not necessarily limited tothis Article III, the Retirement Benefit payable to an Executive under this Plan shall at no time exceed $58,333.33 per month.
3.02 Tier I Executive Retirement Benefit. A Tier I Executive’s Retirement Benefit shall be equal to one and six-tenths percent(1.6%) of such Executive’s Final Average Compensation, multiplied by the Executive’s Years of Credited Service.
3.03 Tier II Executive Retirement Benefit. A Tier II Executive’s Retirement Benefit shall be equal to eight-tenths percent (0.8%) ofsuch Executive’s Final Average Compensation, multiplied by the Executive’s Years of Credited Service.
3.04 1999 and Transition Plan Executive Retirement Benefit. A 1999 Plan Executive’s Retirement Benefit and a Transition Plan
Executive’s Retirement Benefit shall be equal to two and four-tenths percent (2.4%) of such Executive’s Final Average Compensation,
multiplied by the Executive’s Years of Credited Service, but reduced by the Executive’s Annuity Value of 401(k) Plan, determined asfollows:(a) Annuity Value of 401(k) Plan. The Executive’s Annuity Value of 401(k) Plan means the actuarially equivalent monthly
amount of the Executive’s Company contribution account balances as of the date such Executive retires, if the account balances were
paid in the form of a 50% Joint and Survivor Annuity, as follows:(i) 401(k) Plan. Company-provided 401(k) Plan and matching contributions (and income thereon) under the 401(k) Plan; plus(ii) Other Qualified Plans. The amount of any Company-provided benefits to the Executive under any other qualified plan of
the Company or its subsidiaries or affiliates; plus(iii) Distributions. The amount of any previous withdrawals or other distributions of any type (regardless of the payee) fromthe previously described plans (without adjustment for imputed earnings for any period following the actual date of withdrawal or
5

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distribution), other than (1) distributions of life insurance policies from the 401(k) Plan; and (2) the excess (if any) of premiums paidwith respect to life insurance policies prior to such date over the cash surrender value used in computing the account balances in the
401(k) Plan as of such date expressed and payable as a monthly benefit commencing on the applicable payment date in the form of a
50% Joint and Survivor Annuity.
(b) 50% Joint and Survivor Annuity. For purposes of determining the reductions under Section 3.04(a), a 50% Joint andSurvivor Annuity means the annuity defined in Section 5.02, with the following modifications to take into account the determination ofsuch annuity value upon the Participant’s (as opposed to the Beneficiary’s) commencement of benefits under the Plan:(i) Beneficiary. A Participant’s joint annuitant in this context is the individual who would be considered the Participant’s
Beneficiary under Section 5.02(a) (for purposes of the Plan’s pre-retirement survivor annuity) on the date the Participant retires. In theevent that there is no Beneficiary on such date, the survivor annuity shall be calculated as though the Participant had a Beneficiary of
the same age as the Participant.
(ii) Actuarial Equivalent. The Actuarial Equivalent used for this section shall be the same as that defined and used pursuant to
Section 5.02(b), except that the interest rate used shall be the IRS Long Term Applicable Federal Rate (AFR) stated for the month prior
to the month in which the Executive retires.
3.05 Normal Retirement Benefits. An Executive who retires on or after Normal Retirement Date shall be entitled to a Retirement
Benefit under either 3.02, 3.03 or 3.04 (as appropriate) determined as of the actual date the Executive retires.
3.06
Early Retirement Benefits. Subject to 3.06(c), an Executive who retires (with the consent and approval of the Plan
Administrator) on or after his or her Early Retirement Date but before his Normal Retirement Date shall be entitled to an Early
Retirement Benefit as follows:(a) Retirement Benefit. The Executive’s Retirement Benefit under 3.02, 3.03 or 3.04 (as appropriate) determined on the actual
date the Executive retires, reduced by the Early Retirement Reduction Factor.
(b) Early Retirement Reduction Factor.
(i) 1999 Plan Executives. For 1999 Plan Executives, three percent (3%) for each year the sum of the Participant’s age andYears of Credited Service is less than 75.
(ii) Transition Plan Executives. For Transition Plan Executives, twelve and one-half percent (12.5%) for each year prior to the
Executive’s Normal Retirement Date, with such reduction percentage to be prorated for any applicable fraction of a year, based on thenumber of full months worked in such year.
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(iii) Tiers I and II Executives. For any Tier I or Tier II Executive, ten percent (10%) for each year prior to the Executive’s
Normal Retirement Date, with such reduction percentage to be prorated for any applicable fraction of a year, based on the number offull months worked in such year.
(c) Transition Plan Executives. If a Transition Plan Executive's Early Retirement Benefit calculated as though they were a Tier I
Executive (under 3.02 and 3.06(b)(iii)), is greater than the Early Retirement Benefit calculated as a Transition Plan Executive (under
3.04 and 3.06(b)(ii)), then such Transition Plan Executive shall be entitled to receive such greater Early Retirement Benefit calculated
as though they were a Tier I Executive.
3.07
Deferred Retirement Benefits. An Executive who retires after his or her Normal Retirement Date shall be entitled to a
Deferred Retirement Benefit equal to his or her Normal Retirement Benefit, but increased with interest for each Year of Post-Normal
Retirement Date Service, up to a maximum of ten (10) Years of Post-Normal Retirement Date Service. For Executives who have notretired as of August 8, 2014, a Year of Post-Normal Retirement Date Service means the period of twelve (12) consecutive full months
beginning with the Participant’s Normal Retirement Date, and each successive period of twelve (12) consecutive full months, prior to
the Participant’s date of Retirement (as defined in 2.02(a)). Partial Years of Post-Normal Retirement Date Service shall be disregarded.
An interest rate of five percent (5%) per Year of Post-Normal Retirement Date Service, compounded annually, shall be used to
calculate the increase under this section.
3.08 Disability Retirement Benefits. A Disabled Executive continuing to accrue service credit under Section 2.03 shall be treated,for purposes of the Plan, as an active Executive for such period, and the Retirement Benefit under this Article III shall be determined asof such Disabled Executive’s Disability Retirement Date. A Disabled Executive may not receive Retirement Benefits prior to the
Disability Retirement Date, even if, for example, the Executive qualifies for Early Retirement before his or her Disability Retirement
Date. In addition, a Disabled Executive who receives Retirement Benefits while also receiving long-term disability or other disability
income benefits pursuant to any other Company-sponsored (or subsidiary- or affiliate-sponsored) plan, fund or program that covers asubstantial number of employees (excluding disability income paid by Social Security), shall have the monthly Retirement Benefit
payable under this Plan reduced (but not below zero) by the monthly benefit actually paid or payable under such other plan. The
amount by which the disability retirement benefit is reduced due to other payments shall be permanently forfeited.
3.09 Death Benefit. The Death Benefit under this Plan, whether payable before or after Retirement, shall consist solely of asurvivor annuity, payable for the life of the Beneficiary (if any), as described in Article V.
3.10 Payment of Benefits. The following shall apply to the payment of benefits:
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(a) Payment Commencement.
(i) General Rule. Payment of benefits shall commence within 90 days after the date the Executive retires. The Participant may
not designate the taxable year in which payments will begin.
(ii) Specified Employees. If the Executive is a Specified Employee, in order to comply with Code Section 409A, payments
during the six-month period beginning on the Retirement Date shall be suspended. The first payment after expiration of the six-month
waiting period shall include all periodic payments that were suspended during the six-month waiting period. For purposes of the Plan,“Specified Employee” means, as of any date, a “specified employee” as defined in Code Section 409A (as determined under theCompany’s procedure for determining specified employees as of such date).
(b) Timing of Payment. Periodic payments of benefits shall be paid in equal amounts on each of the Company’s regular payroll
dates in accordance with the Company’s payroll policy then in effect.
(c) Withholding.
(i) Income Tax and Other Withholding. The Company shall withhold from any and all benefit payments made under the Plan,
all federal, state and local income taxes the Company reasonably determines are required to be withheld in connection with the benefits
hereunder, and any other amounts due, owing and unpaid by the Participant to the Company or a subsidiary or affiliate, to be
determined in the sole discretion of the Company. In the event the amounts to be withheld under this paragraph exceed the amount ofbenefits currently payable, the Participant shall be required to pay to the Company an amount necessary to meet such obligations.
(ii) Employment Taxes. At the time of Retirement, the Company shall calculate the employment taxes (i.e., Social Security andMedicare taxes) due on the Participant's benefit under the Plan. Employment taxes shall be remitted to the appropriate taxing authority
in accordance with applicable federal and state tax regulations. The Company may, but is not required to, pay the Participant’s share of
the employment taxes on behalf of the Participant.
ARTICLE IV.
RIGHTS OF PARTICIPANTS IN THE PLAN
4.01 Vesting. Except as otherwise provided in this Section and elsewhere in Article IV and Section 6.02, no Executive, Participant
or Beneficiary shall have any vested interest in any Plan
8

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benefits. The Benefits in which such Participant or Beneficiary has a vested interest under this Section (subject to forfeiture in 4.02)
shall be determined as follows:(a) Years in Position. In addition to the other requirements of this Section 4.01, a Participant must have been a designatedTier II Executive under the Plan for a period of at least seven Years of Credited Service in order to become vested in a benefit under
this Plan.
(b) Early Retirement. A Participant entitled to Early Retirement Benefits under Section 3.06 shall have a vested interest in such
benefits after the Plan Administrator consents to and approves the Participant’s Early Retirement Date.
(c) Normal Retirement. A Participant entitled to Normal Retirement benefits under Section 3.05 shall have a vested interest in
Normal Retirement benefits on the Participant’s Normal Retirement Date.
(d) Deferred Retirement. An Executive who retires after Normal Retirement Date shall have a vested interest in Retirement
Benefits granted under Section 3.05 on the Participant’s Normal Retirement Date, and shall have a vested interest in the additional
benefits under Section 3.07 on such Participant’s deferred retirement date.
(e) Death Benefit. The Beneficiary of a Participant who is entitled to a survivor annuity under Article V shall have a vested
interest in any applicable survivor annuity which is actually payable in accordance with the terms of Article V, on and after the date of
the Participant’s death.
4.02 Exceptions to Vesting. Notwithstanding any other provision of this Plan, an Executive’s benefit shall be forfeited in thefollowing situations:(a) Tier II Executives. No benefits shall be paid to a Tier II Executive who terminates employment with less than seven Years of
Credited Service as a designated Tier II Executive under the Plan.
(b) Suicide or Self-Inflicted Injury. No benefits shall be paid to an Executive or to any Beneficiary of such Executive as a resultof suicide or self-inflicted injury by the Executive within three (3) years after such Executive becomes an “Executive” under the Plan.
(c) Termination for Cause. If an Executive is terminated for “cause” or if an Executive is found by the Plan Administrator at any
time to have engaged in any acts as would have constituted “cause” for termination, the Executive and any Beneficiary of the
Executive shall immediately forfeit any and all rights to benefits under this Plan. Accordingly, any benefits in pay status shall cease
immediately, and no future benefits shall be payable to the Executive or to his or her Beneficiary. For purposes of this Plan, “cause”
shall mean (i) the Executive’s conviction of, or plea of guilty or no contest to, (A) any felony (or its international equivalent) or (B) any
other crime that results, or could reasonably be expected to result, in material harm to the business or reputation of the Company or any
subsidiary or affiliate, (ii) an act of personal dishonesty or disloyalty in the9

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course of fulfilling the Executive’s duties to the Company or a subsidiary or affiliate, or an act of fraud or misappropriation,embezzlement, or misuse of funds or property belonging to the Company or any subsidiary or affiliate, (iii) the Executive’s deliberateand continued failure to perform substantially such Executive’s material duties to the Company or a subsidiary or affiliate, (iv) amaterial violation of the written policies of the Company or its subsidiaries and affiliates, including but not limited to those relating tosexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of
the Company or its subsidiaries and affiliates, (v) the Executive’s engagement in willful misconduct in connection with the Executive’s
employment or services with the Company or its subsidiaries and affiliates, which results, or could reasonably be expected to result, inmaterial harm to the business or reputation of the Company or any subsidiary or affiliate, and (vi) breach of any restrictive covenants
applicable to the Executive as a result of any agreement with the Company or any subsidiary or affiliate or any policy or planmaintained by the Company or any subsidiary or affiliate. The Plan Administrator shall have the sole discretion to determine whether
the Executive has engaged in any acts that constitute “cause” for termination.
(d) Cessation of Benefits for Competition. Benefits currently in pay status to a Participant shall cease, and no further
benefits shall be payable, to the Participant (or Beneficiary) to the extent the Participant competes, directly or indirectly, with theCompany. For purposes of this Plan, “competing, directly or indirectly, with the Company” shall mean (without limitation) a
determination, in the sole discretion of the Plan Administrator, of any of the following: (i) engaging in the operation of any type ofbusiness or enterprise in any way competitive with the business of the Company or its subsidiaries or affiliates, (ii) holding an interest,
either directly or indirectly, as owner, director, officer, employee, partner, shareholder (other than as the owner of less than two percent(2%) of the outstanding stock of a publicly owned company), in any type of business or enterprise in any way competitive with thebusiness of the Company or its subsidiaries or affiliates; or (iii) investing capital in, lending money or property to or rendering services
to any type of business or enterprise in any way competitive with the business of the Company or its subsidiaries or affiliates. In theevent of a dispute as to the application of this paragraph, the Plan Administrator may waive or modify its right to discontinue payment
to any Participant or to any Beneficiary of such Participant by written agreement.
4.03 Application of Clawback Policy. In the event the Company or a subsidiary or affiliate is required to recoup compensationfrom a Participant under its clawback policy, and such recoupment results in a reduction in the Participant’s Final Average
Compensation, the Participant’s benefit shall be recalculated, and the Participant’s future payments shall be adjusted automaticallybeginning with the first payment after the recalculation is completed. To the extent that the Participant has already received payments
under the Plan and those payments are greater than the recalculated benefit (i.e., an overpayment), the Plan Administrator shall recover
the overpayment by reducing the next payment due under the Plan (but not below zero) and applying it to the overpayment. To theextent that there continues to be an overpayment after reduction of the first recalculated payment, each successive payment shall be
reduced (but not below zero) and the reduction shall be applied to the overpayment until the overpayment has been repaid in full. Oncethe overpayment has been repaid in full, the Participant shall receive the recalculated benefit as if the recalculated benefit had been theinitial benefit calculated under the Plan. The provisions of this10

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section for recovery of overpayments shall also apply to the Beneficiary of a Participant after the Participant’s death.
4.04 Rights in Plan are Unfunded and Unsecured. The Company’s obligation under the Plan shall in every case be an unfunded andunsecured promise to pay. A Participant’s right to Plan distributions shall be no greater than the rights of general, unsecured creditorsof the Company. The Company may establish one or more grantor trusts (as defined in Code Section 671 et seq.) to facilitate thepayment of benefits hereunder; however, the Company shall not be obligated under any circumstances (other than a Change of Control,
as described in 6.02) to fund its financial obligations under the Plan. Any assets which the Company may acquire or set aside to defray
its financial liabilities shall be general assets of the Company, and such assets, as well as any assets set aside in a grantor trust, shall be
subject to the claims of its general creditors in the event of the Company’s insolvency.
4.05 Discretion to Grant Years of Service or Increase Age. If circumstances warrant, and it is decided it is in the best interests of
the Company, the Plan Administrator shall have the authority and discretion to grant to certain individuals additional Years of Credited
Service or to treat such individuals as having attained a certain age for purposes of this Plan, provided, however, that no such action
may alter the time or form of payment of Plan benefits. Such circumstances may include (a) providing Executives with a recruiting
incentive, or (b) such other circumstances that the Plan Administrator deems appropriate. The Plan Administrator may condition thereceipt of such additional benefits (to which the Executive is not otherwise entitled) on the Participant’s execution of an election ofincreased benefits under this Plan and a general release of all claims. The Plan Administrator’s granting of Years of Credited Service
and/or treating the Executive as attaining a certain age may affect the amount of the Executive’s benefit under this Plan, but shall notalter, and shall not be construed as altering, the Executive’s actual age or years of service under any other plan of the Company or asubsidiary or affiliate or for purposes of determining the time or form of payment under this Plan.
ARTICLE V.
DEATH BENEFITS
5.01 Death Benefit Payable. Each Executive’s Retirement Benefit is expressed and payable as a monthly benefit in the form of a
50% Joint and Survivor Annuity under this Plan. Accordingly, the sole death benefit payable under this Plan on behalf of an Executive
or a Participant is as follows:(a) Pre-Retirement Death Benefit. If a Participant dies while actively employed as an Executive, a pre-retirement death benefit
shall be payable under the Plan upon the death of the Executive. The pre-retirement death benefit shall be a Survivor Annuity payablefor the life of the Executive’s Beneficiary, calculated as though the Executive had retired as a Participant and had begun receiving
Early, Normal or Deferred Retirement Benefits under the Plan based on his or her actual age and Years of Credited Service on the day
before his or her death. The periodic payment to the Beneficiary is 50% of the periodic payment that would have been paid to the
Executive if the
11

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2024 RESTATEMENTExecutive had not died prior to Retirement. If the Executive dies before reaching a Retirement Date under the Plan, the survivor
annuity shall commence on the earliest date the Executive would have been eligible to retire under the Plan.
(b) Post-Retirement Death Benefit. The Post-Retirement Death Benefit payable on behalf of a Participant shall be a 50%
Survivor Annuity payable for the life of the Participant’s Beneficiary, based on the actual Retirement Benefit the Participant wasreceiving at the time of his or her death, calculated in accordance with the provisions of Section 5.02.
5.02 50% Joint and Survivor Annuity. A 50% Joint and Survivor Annuity means an annuity for the life of the Participant and, after
his or her death, a survivor annuity for the life of the Participant’s Beneficiary in an amount that is fifty percent (50%) of the original
annuity amount paid to the Participant; provided, however, that if the Beneficiary is more than five years younger than the Participant,such survivor annuity will be calculated so that it is the Actuarial Equivalent of the 50% survivor annuity for a Beneficiary five years
younger than the Participant.
(a) Beneficiary. A Participant’s Beneficiary is the individual to whom the Participant is legally married or the Participant’s“registered domestic partner” on the date of the Participant’s death. For this purpose, the term “registered domestic partner” has thesame meaning as is used for benefit coverage purposes under the Nordstrom Welfare Benefit Plan; provided, however, that the Plan
Administrator may, in its discretion, substitute a less restrictive definition than is used in the Nordstrom Welfare Benefit Plan.
(b) Actuarial Equivalent. The Plan Administrator shall have the authority to periodically determine and change the appropriate
factors used to determine Actuarial Equivalence under the Plan. As of the Effective Date of this Restatement, the mortality table shallbe the 1983 Group Annuity Mortality Table for males (GAM 83) and the interest rate shall be the IRS Long Term Applicable Federal
Rate (AFR) stated for the month of the Executive’s death.
5.03 Acknowledgment. The Plan Administrator shall have the discretion to determine the identity of any Beneficiary, and no
person shall have a right to any death benefit under this Plan in the absence of a determination that he or she is the Beneficiary of the
Executive or Participant.
5.04 Surviving Beneficiary. For purposes of determining whether the Beneficiary predeceases the Executive, the individual isconsidered to survive the Executive if such Beneficiary is alive seven (7) days after the date of the Executive’s death.
5.05 Doubt as to Beneficiary. If there is doubt as to the proper individual to receive payments pursuant to this Plan, the Plan
Administrator shall have the right to direct the Company to withhold such payments until the matter is resolved.
5.06. Correction of Erroneous Payments and Overpayments. If payment is made under the Plan to any individual or estate to whom
no payment should have been made or the amount paid to an individual or estate exceeds the amount to which such individual or estateis entitled under the Plan, the Company shall have an equitable lien on the erroneous payment or the overpayment. The
12

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2024 RESTATEMENTCompany, acting through its Compensation Department or successor department, may correct the erroneous payment or the
overpayment using any one or a combination of the following methods: (a) the Company may offset, set off, or obtain restitution of allor any part of future payments from the Plan to the individual or any individual claiming benefits through such individual until theerroneous payment or the overpayment is entirely recouped by the Company; and (b) the Company may request the individual (or any
individual claiming through such individual) or estate to repay to the Company the amount of the erroneous payment or the
overpayment and, if repayment is not made voluntarily, take any action deemed by the Company to be reasonable and necessary tocompel repayment, including, but not limited to, instituting legal proceedings against the individuals or estate (and shall have the rightto recover attorney’s fees and other costs incurred with respect to such recovery or repayment).
ARTICLE VI.
TERMINATION, AMENDMENT OR MODIFICATION OF THE PLAN
6.01 Plan Amendments and Termination. The Compensation, People and Culture Committee of the Company’s Board of Directors,
or its successor (“CPCC”) has the authority to approve and adopt amendments to the Plan and to terminate the Plan. Except asprovided in 6.02, such amendment may modify or eliminate any benefit hereunder other than a benefit that is in pay status, or thevested portion of a Retirement Benefit that is not in pay status. The Company’s senior executive with responsibility for Human
Resources (“CHRO”) has the authority to approve and adopt non-material, technical, legal compliance and/or administrative
amendments to the Plan. The Company’s CHRO shall notify the CPCC of any amendment adopted under this provision. If the Plan is
terminated, benefit payments may be accelerated only to the extent permitted under Code Section 409A.
6.02
Change of Control – Protected Benefits. In the event of a Change of Control (as defined in paragraph (d) below), thefollowing additional provisions shall apply.
(a) No Amendment or Termination. No amendment or termination of the Plan can occur that would reduce or otherwise
eliminate the monthly benefit payable under the Plan to any person with respect to a Participant who retired prior to such Change ofControl, nor shall any Plan amendment reduce the benefit to be paid with respect to an Executive who has not retired below the amountwhich such Executive has accrued and would have received upon reaching Normal Retirement Date had he or she retired the day
before such Change of Control (the “Change of Control Benefit”).
(b) Full Vesting in Accrued Benefit. Upon the occurrence of a Change of Control, each active Executive shall be fully vested in
his or her Change of Control Benefit under this Plan through the date of the Change of Control; in the event of termination of
employment after a Change of Control and before the Executive’s Normal Retirement Date, the terminated Executive shall receive a
reduced Early Retirement benefit commencing on his or her Early Retirement Date (with reductions based upon the age attained on theactual Early Retirement Date and without the need for Plan Administrator approval of the Early Retirement Date).
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SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2024 RESTATEMENT

(c) Full Funding. Notwithstanding the provisions of Section 4.04 and the unfunded status of the Plan, in the event of a Changeof Control, the Company shall fully fund the trust as provided in Article VIII.
(d) For purposes of the Plan, "Change of Control" means the first of the following events to occur:(i) Change in Ownership of Stock. Any person, entity or group of persons purchases or acquires, within themeaning of section 13(d) or 14(d) of the Securities Exchange Act of 1934 ("Act"), or any comparable successor provisions, beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Act) of Company stock that, together with stock already held bysuch person, entity, or group, constitutes more than 50% of the total fair market value or total voting power of the stock of theCompany.
(ii)

Change in Effective Control. Either of the following occurs, representing a change in effective control of

the Company:(I) Voting Power. Any one person, or more than one person acting as a group, acquires (or has acquired during
the 12-month period ending on the date of-the most recent acquisition by the person or group) ownership of Company stock
constituting 30% or more of the total voting power of Company stock; or(II) Board Composition. A majority of the members of the Company's Board of Directors is replaced during
any period of 12 consecutive months by directors whose appointment or election is not endorsed by a majority of the members of theCompany's Board of Directors prior to the date of the appointment or election.
(iii) Change in Ownership of Assets. Any one person, or more than one person acting as a group, acquires (or has
acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) Company assets thathave a total gross fair market value equal to or greater than 40% of the total gross fair market value of all of the assets of the Company
immediately prior to such acquisition or acquisitions. Gross value means the value of the assets determined without regard to any
liabilities associated with such assets. A Change of Control does not occur to the extent that ownership of assets is transferred to:(I)

a Company shareholder (immediately before the asset transfer) in exchange for or with respect to his or(II)an entity, 50% or more of the total value or voting power of which is owned directly or indirectly by the

her Company stock;Company;(III) a person, or more than one person acting as a group, that owns directly or indirectly 50% or more of thetotal value or voting power of the Company;
14

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2024 RESTATEMENT

(IV)person described in (III).

an entity, at least 50% of the total value or voting power of which is owned directly or indirectly by a(iv) Interpretation. These provisions related to Change in Control shall be interpreted and applied in a manner that is
consistent with Department of Treasury regulations under Code Section 409A. The Company shall have the duty to inform the trustee
of any trust related to benefits under this Plan in writing if any of the events constituting a Change of Control has occurred.
ARTICLE VII.
CLAIMS PROCEDURES
7.01 Submission of Claim. Benefits shall be paid in accordance with the provisions of this Plan. The Participant, any person
claiming through the Participant including but not limited to a Beneficiary (“Claiming Party”), shall make a written request for benefits
under this Plan, mailed or delivered to the Compensation Department or its successor department. The Compensation Department or its
successor department shall review and make a determination with respect to such claim.
7.02 Denial of Claim. If a claim for payment of benefits is denied in full or in part, the Compensation Department or its successor
department shall provide a written notice to the Claiming Party within ninety (90) days setting forth: (a) the specific reasons for denial;(b) any additional material or information necessary to perfect the claim; (c) an explanation of why such material or information isnecessary; and (d) an explanation of the steps to be taken for a review of the denial. A claim shall be deemed denied if theCompensation Department or its successor department does not take any action within the aforesaid ninety (90) day period.
7.03 Review of Denied Claim. If the Claiming Party desires the Plan Administrator review of a denied claim, the Claiming Party
shall notify the Plan Administrator in writing within sixty (60) days after receipt of the written notice of denial. As part of such written
request, the Claiming Party may request a review of the Plan document or other non-privileged documents relevant to the claim, may
submit any written issues and comments, and may request an extension of time for such written submission of issues and comments.
7.04 Decision upon Review of Denied Claim. The decision on the review of the denied claim shall be rendered by the Plan
Administrator within sixty (60) days after receipt of the request for review. If circumstances require, the Plan Administrator may takeup to an additional sixty (60) days to render its decision. The decision shall be in writing and shall state the specific reasons for thedecision, including reference to specific provisions of the Plan on which the decision is based.

15

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2024 RESTATEMENTARTICLE VIII.
TRUST
8.01 Establishment of the Trust. The Company may establish a trust, provided that any trust created by the Company, and any
assets held by such trust to assist the Company in meeting its obligations under this Plan, shall be structured in a way to avoid
immediate taxation to Participants in the Plan. Except in the case of a Change of Control (as defined in Section 6.02(d)), the Company
reserves the absolute right, in its sole and exclusive discretion, to direct (or refrain from directing) the transfer over to the trust of such
assets to the extent the Company deems advisable, provided that no such transfer, trust or other arrangement entered into by theCompany shall affect the status of the Plan as unfunded for purposes of ERISA or the Code.
8.02 Interrelationship of the Plan and the Trust. The provisions of the Plan shall govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of the trust shall govern the rights of the Company, Participants and the creditors of
the Company to the assets transferred to the trust. The Company shall at all times remain liable to carry out its obligations under thePlan. The Company’s obligations under the Plan may be satisfied with trust assets distributed pursuant to the terms of the trust, and any
such distribution shall reduce the Company’s obligations under this Plan.
8.03 Funding on Change of Control. In the event of a Change of Control (as defined in Section 6.02(d)) at any time when the trust
has not been terminated and is not fully funded (as defined below), the Company shall promptly transfer to the trustee of the trust
assets sufficient to cause the trust to be fully funded on the date of such transfer. For purposes of this paragraph, the trust shall be “fully
funded” on a given date if, on such date, the fair market value of the assets held by the trustee of the trust is at least equal to theActuarial Equivalent present value of: (i) all benefits under the Plan in pay status to Participants or Beneficiaries on such date; plus (ii)the fully vested Change of Control Benefit under 6.02. For purposes of this paragraph, Actuarial Equivalent present value shall be
determined using the interest and mortality assumptions of the Article III Actuarial Equivalent in effect for the month prior to the
Change of Control.
8.04 Administration of Trust Assets. Prior to a Change of Control, the Company’s Compensation Department or its successor
department shall direct the trustee regarding the investment of trust assets. On and after a Change of Control, the authority of theCompany shall cease, and the trustee shall have the exclusive authority and responsibility for the investment of trust assets, subject toany investment guidelines provided by the Company prior to the Change of Control.
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SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2024 RESTATEMENTARTICLE IX.
PLAN ADMINISTRATION
9.01
Plan Administrator. The Compensation, People and Culture Committee of the Board or its successor is the “PlanAdministrator.”
9.02 Powers and Authority of the Plan Administrator. The Plan Administrator shall have the authority and responsibility and all
powers necessary to carry out the provisions of the Plan and to control and manage the operation and administration of the Plan. The
Plan Administrator has discretionary authority to construe and interpret the provisions of the Plan.
9.03 Delegation of Powers and Authority. The Plan Administrator may, but is not obligated to, delegate to any person, employee,
department, committee or third party service provider all or any portion of its duties and responsibilities as Plan Administrator. To theextent the Plan Administrator delegates fiduciary duties and obligations, such delegation shall be done in writing (including a written
action delegating authority or a written services agreement). The Compensation Department or its successor department shall be
responsible for the day-to-day administration and operation of the Plan in accordance with its terms and is authorized to take suchactions as may be necessary to fulfill its responsibilities, including, but not limited, to engaging third party service providers to assist
with Plan administration.
9.04 Reliance on Opinions. The person or entity authorized to act under this Plan shall be entitled to rely on all certificates andreports made by any duly appointed accountants, and on all opinions given by any duly appointed legal counsel, including legal
counsel for the Company.
9.05 Information. The Plan Administrator and/or Compensation Department shall be provided with such pertinent information as
may be necessary for the effective administration of the Plan, including but not limited to the compensation of Participants and the dateand circumstances of the termination of employment or death of a Participant.
9.06 Indemnification. To the extent permitted by applicable law, the Company hereby indemnifies any Company employee whocarries out any responsibilities under the Plan, and holds them harmless from the effects, consequences, expenses, attorney fees anddamages of their acts or conduct in such capacity, except to the extent that such consequences are the result of their own willful
misconduct or breach of good faith. Such indemnification shall be in addition to any other rights such employee may have as a matterof law, or by reason of any insurance or other indemnification.
17

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2024 RESTATEMENTARTICLE X.
MISCELLANEOUS
10.01 No Employment Contract. The terms and conditions of the Plan shall not be deemed to constitute a contract of employment
between the Company or a subsidiary or affiliate and an Executive. Nothing in this Plan shall be deemed to give an Executive the rightto be retained in the service of the Company or its subsidiaries or affiliates or to interfere with any right of the Company or its
subsidiaries or affiliates to discipline or discharge the Executive at any time, with or without cause or with or without notice.
10.02 Employee Cooperation. An Executive will cooperate with the Company or Plan Administrator by furnishing any and all
information reasonably requested by the Company or Plan Administrator and take such other actions as may be requested to facilitate
Plan administration and the payment of benefits hereunder.
10.03 Illegality and Invalidity. If any provision of this Plan is found illegal or invalid, said illegality or invalidity shall not affectthe remaining parts hereof, but the Plan shall be construed and enforced as if such illegal and invalid provision had not been included
herein.
10.04 Required Notice. Any notice which shall be or may be given under the Plan shall be in writing and shall be mailed by UnitedStates mail, postage prepaid. If notice is to be given to the Company or Plan Administrator, such notice shall be addressed toNordstrom, Inc. c/o Compensation Department, at 1600 Seventh Avenue, Ste. 2500, Seattle, Washington 98101. If notice is to be given
to a Participant, such notice shall be hand-delivered to the Participant or may be mailed to the last known address of the Participant on
the Company’s Human Resources records. Any party may, from time to time, change the address to which notices shall be mailed bygiving written notice of such new address.
10.05 Interest of Participant’s Beneficiary. The interest in the benefits hereunder of a spouse or registered domestic partner of a
Participant who, at any time prior to the death of the Participant, ceases to be the spouse or registered domestic partner of theParticipant (whether by death, dissolution, annulment, separation, divorce or, in the case of a Life Partner, the termination of the life
partnership), shall automatically pass to the Participant unless the spouse is required to be treated as the “Surviving Spouse” pursuant
to a court order meeting the requirements of a Qualified Domestic Relations Order, applying rules analogous to those under Code
Section 414(p). A former spouse or registered domestic partner may not transfer his or her interest in the Plan in any manner,
including, but not limited to, by his or her will, nor shall such interest pass under the laws of intestate succession.
10.06
Tax Liabilities from Plan. If an Executive’s participation in this Plan generates a state or federal tax liability to theParticipant prior to commencement of benefit payments (including a tax liability under Section 409A of the Code), the Plan
Administrator may exercise its discretion to authorize a distribution of funds in an amount not to exceed the amount needed to satisfy
such liability (including additions to tax, penalties and interest). A distribution under this provision is
18

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2024 RESTATEMENT

solely at the discretion of the Plan Administrator, and the Executive may not elect, directly or indirectly, to accelerate payment. The
Executive’s tax liability shall be measured by using that Executive’s then current highest federal, state and local marginal tax rate, plus
the rates or amounts for the applicable additions to tax, penalties and interest. Such a distribution shall affect and reduce the benefits to
be paid under Articles III and V hereof.
10.07 Benefits Nonexclusive. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to
any other benefits available to such Participant under any other plan or program for employees of the Company and its subsidiaries andaffiliates. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as mayotherwise be expressly provided.
10.08 Discharge of Company Obligation. The payment of benefits under the Plan to a Participant or Beneficiary shall fully andcompletely discharge the Company from all further obligations under this Plan with respect to a Participant, and participation shallterminate upon such full payment of benefits.
10.09 Costs of Enforcement. If any action at law or in equity is necessary to enforce the terms of the Plan, the Company or Plan
Administrator shall be entitled to recover reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief
to which that party may be entitled.
10.10 Gender and Case. Unless the context clearly indicates otherwise, masculine pronouns shall include the feminine and singular
words shall include the plural and vice versa.
10.11 Titles and Headings. Titles and headings of the Articles and Sections of the Plan are included for ease of reference only andare not to be used for the purpose of construing any portion or provision of the Plan document.
10.12
Applicable Law. To the extent not preempted by federal law, the Plan shall be governed by the laws of the State ofWashington.
10.13 Code Section 409A: The Company intends that the Plan comply with the requirements of Code Section 409A and shall be
operated and interpreted consistent with that intent. Notwithstanding the foregoing, the Company makes no representation that the Plancomplies with Code Section 409A and shall have no liability to any Participant for any failure to comply with Code Section 409A.
10.14
Dispute Resolution: Any disputes related to this Plan other than a claim for benefits subject to the provisions ofArticle VII shall be resolved through mutually binding arbitration as outlined in Nordstrom’s Dispute Resolution Program, the terms ofwhich are incorporated by reference into this Plan. Any legal action related to a claim for benefits must be initiated within one (1) year
after the Plan Administrator has issued its final decision on review and must be filed in the United States District Court for the Western
District of Washington.
19

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2024 RESTATEMENT

Exhibit 31.1

Certification required by Section 302(a) of the Sarbanes-Oxley Act of 2002
I, Erik B. Nordstrom, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Nordstrom, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d-15(f)) for the registrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; andd) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.
Date:

September 5, 2024/s/ Erik B. Nordstrom
Erik B. Nordstrom
Chief Executive Officer of Nordstrom, Inc.

Exhibit 31.2

Certification required by Section 302(a) of the Sarbanes-Oxley Act of 2002
I, Catherine R. Smith, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Nordstrom, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d-15(f)) for the registrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; andd) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.
Date: September 5, 2024

/s/ Catherine R. Smith
Catherine R. Smith
Chief Financial Officer of Nordstrom, Inc.

Exhibit 32.1

NORDSTROM, INC.
1617 SIXTH AVENUESEATTLE, WASHINGTON 98101
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Nordstrom, Inc. (the “Company”) on Form 10-Q for the period ended August 3, 2024, as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), we, Erik B. Nordstrom, Chief Executive Officer (Principal
Executive Officer), and Catherine R. Smith, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), of theCompany, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:•

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and•The information contained in the Report fairly presents, in all material respects, the financial condition and results of operationsof the Company.
Date: September 5, 2024/s/ Erik B. Nordstrom
Erik B. Nordstrom
Chief Executive Officer of Nordstrom, Inc.

/s/ Catherine R. Smith
Catherine R. Smith
Chief Financial Officer of Nordstrom, Inc.
A signed original of this written statement required by Section 906 has been provided to Nordstrom, Inc. and will be retained by Nordstrom,
Inc. and furnished to the Securities and Exchange Commission or its staff upon request.