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SERIES 1996-A SUPPLEMENT, dated as of August 14, 1996 (this Series 
Supplement), by and among NORDSTROM NATIONAL CREDIT BANK, a national 
banking association, as Transferor and Servicer, NORDSTROM CREDIT, INC., 
a Colorado corporation, and NORWEST BANK COLORADO, NATIONAL ASSOCIATION, 
a national banking association (together with its successors in trust 
thereunder as provided in the Agreement referred to below, the Trustee), 
as trustee under the Master Pooling and Servicing Agreement, dated as of 
August 14, 1996 (the Agreement). 

PRELIMINARY STATEMENT 
 
 
Section 6.9 of the Agreement provides, among other things, that the 
Transferor and the Trustee may at any time and from time to time enter 
into one or more Supplements to the Agreement for the purpose of 
authorizing the issuance by the Trustee to the Transferor, for execution 
and redelivery to the Trustee for authentication, of one or more Series 
of Certificates.  The Transferor, the Servicer and Nordstrom Credit, 
Inc. each hereby enter into this Series Supplement with the Trustee as 
required by Section 6.9(c) of the Agreement to provide for the issuance, 
authentication and delivery of the Investor Certificates of Series 1996-
A.  In the event that any term or provision contained herein shall 
conflict with or be inconsistent with any term or provision contained in 
the Agreement, the terms and provisions of this Series Supplement shall 
govern. 

All capitalized terms not otherwise defined herein are defined in the 
Agreement.  All Article, Section or subsection references herein shall 
mean Article, Section or subsections of the Agreement, except as 
otherwise provided herein.  Unless otherwise stated herein, as the 
context otherwise requires or if such term is otherwise defined in the 
Agreement, each capitalized term used or defined herein shall relate 
only to the Series 1996-A Certificates and no other Series of 
Certificates issued by the Trust.
 
Section 1.  Designation.  The Certificates issued hereunder shall be 
designated generally as the Series 1996-A Certificates.  The Investor 
Certificates of Series 1996-A (collectively, the Certificates or the 
Series 1996-A Certificates) shall be issued in two classes, which shall 
be designated generally as the Class

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A Variable F 
unding Certificates, Series 1996-A and the Class B 6.50% Asset Backed 
Certificates, Series 1996-A. 

Section 2.  Definitions.  The following words and phrases shall have the 
following meaning with respect to the Series 1996-A Certificates and the 
definitions of such terms are applicable to the singular as well as the 
plural form of such terms and to the masculine as well as the feminine 
and neuter genders of such terms: 

Accrued Interest Component shall mean, for any Due Period, the Interest 
Component of all Related Commercial Paper outstanding at any time during 
such Due Period which has accrued from the first day through the last 
day of such Due Period, whether or not such Related Commercial Paper 
matures during such Due Period.  For purposes of the immediately 
preceding sentence, the portion of the Interest Component of Related 
Commercial Paper accrued in a Due Period which Related Commercial Paper 
has a stated maturity date that succeeds the last day of such Due Period 
shall be computed by amortizing the Interest Component for the number of 
days elapsed in a year of 360 days that such Related Commercial Paper 
was outstanding during such Due Period. 

Additional Class B Certificates shall have the meaning specified in 
Section 4.11(a) of the Agreement. 

Additional Class A Invested Amounts shall have the meaning specified in 
Section 2.2(a) of the Transfer and Administration Agreement. 
 
Agent shall mean NationsBank, N.A., in its capacity as agent for EFC and 
the Bank Investors pursuant to the Transfer and Administration 
Agreement, and any successor thereto appointed pursuant to the Transfer 
and Administration Agreement.

Amortization Period shall mean the Rapid Amortization Period or the 
Early Amortization Period. 

Assignee shall have the meaning specified in Section 14 hereof. 

Bank Investors shall have the meaning specified in the Transfer and 
Administration Agreement. 

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Base Rate shall mean, with respect to any Due Period, the annualized 
percentage equivalent of a fraction, the numerator of which is equal to 
the sum of (a) Monthly Interest for such Due Period, plus (b) the 
Investor Monthly Servicing Fee for such Due Period, plus (c) the amount, 
if any, owing to any Indemnified Party pursuant to Section 4.2 of the 
Transfer and Administration Agreement, and the denominator of which is 
equal to the daily average Invested Amount for such Due Period. 
 
Business Day shall mean any day other than a Saturday, a Sunday and any 
day on which banking institutions in Denver, Colorado, New York, New 
York or Charlotte, North Carolina are authorized or required by law to 
close. 

Certificates shall have the meaning specified in Section 1 hereof. 
 
 
Class A Carrying Costs shall mean, for any Due Period, the sum of the 
dollar amount of the obligations of EFC, the Bank Investors and any 
Liquidity Providers for such Due Period determined on an accrual basis 
in accordance with generally accepted accounting principles consistently 
applied (a) to pay interest at the rate or rates set forth in the Fee 
Letter on the Class A Certificates if held by a Liquidity Provider or a 
Bank Investor accrued from the later of (x) the first day of such Due 
Period or (y) the day on which the Liquidity Provider or the Bank 
Investor acquired the Class A Certificates, in each case through the 
last day of such Due Period whether or not such interest is payable 
during such Due Period, (b) to pay the Accrued Interest Component of 
Related Commercial Paper and (c) to pay all fees specified in the Fee 
Letter accrued, with respect to the first Due Period, from the Closing 
Date, and with respect to any other Due Period, from the first day of 
such Due Period, in each case through the last day of such Due Period to 
the extent not paid by the Transferor in accordance with the provisions 
of the Transfer and Administration Agreement and the Fee Letter. 

Class A Certificateholder shall mean the Person in whose name a Class A 
Certificate is registered in the Certificate Register. 

Class A Certificate Rate shall mean, with respect to the Due Period 
related to any Distribution Date, a per annum interest rate which if 
multiplied by the average daily Class A Invested Amount for such Due 

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Period, would produce, on the basis of the actual number of days in such 
Due Period and a 360-day year an amount equal to the 
 Class A Carrying Costs for such Due Period. 

Class A Certificates shall mean any one of the Certificates executed by 
the Transferor and authenticated by or on behalf of the Trustee, 
substantially in the form of Exhibit A. 

Class A Fixed/Floating Allocation Percentage shall mean, for any Due 
Period with respect to Principal Receivables during an Amortization 
Period and with respect to Finance Charge Receivables during the Early 
Amortization Period, the percentage equivalent of a fraction the 
numerator of which is equal to the Class A Invested Amount 
 as of the end of the last day of the Revolving Period and the 
denominator of which is equal to the greater of (i)(x) if only one 
Series is outstanding, the sum of the Aggregate Principal Receivables 
and the amount on deposit in the Excess Funding Account, in each case as 
of the end of the the last day of the Revolving Period and (y) if more 
than one Series is outstanding, the sum of the Aggregate Principal 
Receivables and the amount on deposit in the Excess Funding Account, in 
each case as of the last day of the immediately preceding Due Period, 
and (ii) the sum of the numerators used to calculate the invested 
percentages with respect to Principal Receivables or Finance Charge 
Receivables, as applicable, for each class of each Series outstanding as 
of the date on which such determination is being made. 

Class A Floating Allocation Percentage shall mean, for any Due Period 
with respect to Principal Receivables during the Revolving Period, with 
respect to Finance Charge Receivables during the Revolving Period or the 
Rapid Amortization Period and with respect to the Default Amount at any 
time, the percentage equivalent of a fraction the numerator of which is 
equal to the Class A Invested Amount as of the last day of the 
immediately preceding Due Period (or the Class A Initial Invested 
Amount, in the case of the first Due Period applicable to Series 1996-A) 
and the denominator of which is equal to the greater of (i) the sum of 
the Aggregate Principal Receivables and the amount on deposit in the 
Excess Funding Account, in each case as of the last day of the 
immediately preceding Due Period, and (ii) the sum of the numerators 
used to calculate the invested percentages with respect to Principal 
Receivables or Finance Charge Receivables and the Default Amount, as 

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applicable, for each class of each Series outstanding as of the date on 
which such determination is being made.

Class A Initial Invested Amount shall mean the aggregate initial 
principal amount of the Class A Certificates, which is $186,600,000. 

Class A Invested Amount shall mean, on any date of determination, an 
amount equal to (a) the Class A Initial Invested Amount, plus (b) the 
aggregate principal amount of any Additional Class A Invested Amounts 
purchased pursuant to Section 2.2 of the Transfer and Administration 
Agreement, minus (c) the aggregate amount of principa 
l payments made to the Class A Certificateholders prior to such date, 
minus (d) the aggregate amount of Class A Investor Charge Offs for all 
prior Distribution Dates, plus (e) the aggregate amount of Class A 
Investor Charge Offs reimbursed pursuant to Section 4.5(a)(vi) of the 
Agreement prior to such date; provided, however, that the Class A Inves 
ted Amount may not be reduced below zero. 

Class A Investor Charge Off shall have the meaning specified in Section 
4.6(a) of the Agreement. 
 
Class A Investor Default Amount shall mean, with respect to each 
Distribution Date, an amount equal to the product of (i) the Default 
Amount for the related Due Period and (ii) the Class A Floating 
Allocation Percentage for such Due Period. 

Class A Monthly Interest shall have the meaning specified in Section 
4.3(a) of the Agreement. 
 
Class A Monthly Principal shall have the meaning specified in Section 
4.4(a) of the Agreement. 

Class B Certificateholder shall mean the Person in whose name a Class B 
Certificate is registered in the Certificate Register. Class B 
Certificate Rate shall mean 6.50% per annum, calculated on the basis of 
a 360-day year consisting of twelve 30-day months.  

Class B Certificates shall mean any one of the Certificates executed by 
the Transferor and authenticated by or on behalf of the Trustee, 
substantially in the form of Exhibit B.  

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Class B Fixed/Floating Allocation Percentage shall mean, for any Due 
Period with respect to Principal Receivables during an Amortization 
Period and with respect to Finance Charge Receivables during the Early 
Amortization Period, the percentage equivalent of a fraction the 
numerator of which is equal to the Class B Invested Amount 
 as of the end of the last day of the Revolving Period and the 
denominator of which is equal to the greater of (i)(x) if only one 
Series is outstanding, the sum of the Aggregate Principal Receivables 
and the amount on deposit in the Excess Funding Account, in each case as 
of the end of the the last day of the Revolving Period and (y) if more 
than one Series is outstanding, the sum of the Aggregate Principal 
Receivables and the amount on deposit in the Excess Funding Account, in 
each case as of the last day of the immediately preceding Due Period, 
and (ii) the sum of the numerators used to calculate the invested 
percentages with respect to Principal Receivables or Finance Charge 
Receivables, as applicable, for each class of each Series outstanding as 
of the date on which such determination is being made. 

Class B Floating Allocation Percentage shall mean, for any Due Period 
with respect to Principal Receivables during the Revolving Period, with 
respect to Finance Charge Receivables during the Revolving Period or the 
Rapid Amortization Period and with respect to the Default Amount at any 
time, the percentage equivalent of a fraction the numerator of which is 
equal to the Class B Invested Amount as of the last day of the 
immediately preceding Due Period (or the Class B Initial Invested 
Amount, in the case of the first Due Period applicable to Series 1996-A) 
and the denominator of which is equal to the greater of (i) the sum of 
the Aggregate Principal Receivables and the amount on deposit in the 
Excess Funding Account, in each case as of the last day of the 
immediately preceding Due Period, and (ii) the sum of the numerators 
used to calculate the invested percentages with respect to Principal 
Receivables or Finance Charge Receivables and the Default Amount, as 
applicable, for each class of each Series outstanding as of the date on 
which such determination is being made. 

Class B Initial Invested Amount shall mean the aggregate initial 
principal amount of the Class B Certificates, which is $9,900,000. 
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Class B Invested Amount shall mean, on any date of determination, an 
amount equal to (a) the Class B Initial Invested Amount (plus the 
aggregate initial principal amount of any Additional Class B 
Certificates), minus (b) the aggregate amount of principal payments made 
to the Class B Certificateholders prior to such date, minus (c) the 
aggregate amount of Class B Investor Charge Offs for all prior 
Distribution Dates, minus (d) the amount of Reallocated Class B 
Principal Collections allocated on all prior Distribution Dates pursuant 
to Section 4.7 of the Agreement, minus (e) an amount equal to the amount 
by which the Class B Invested Amount has been reduced on all prior 
Distribution Dates pursuant to Section 4.6(a) of the Agreement, plus (f) 
the aggregate amount by which reductions in the Class B Invested Amount 
pursuant to clauses (c), (d) and (e) above have been reimbursed pursuant 
to Section 4.5(a)(xi) of the Agreement prior to such date; provided, 
however, that the Class B Invested Amount may not be reduced belo 
w zero. 

Class B Investor Charge Offs shall have the meaning specified in Section 
4.6(b) of the Agreement. 
 
 
Class B Investor Default Amount shall mean, with respect to each 
Distribution Date, an amount equal to the product of (i) the Default 
Amount for the related Due Period and (ii) the Class B Floating 
Allocation Percentage for such Due Period. 

Class B Monthly Interest shall have the meaning specified in Section 
4.3(b) of the Agreement. 
 
Class B Monthly Principal shall have the meaning specified in Section 
4.4(b) of the Agreement. 

Class B Principal Commencement Date shall mean the later of (a) the 
Distribution Date on which the Class A Invested Amount is paid in full 
and (b) such date as may be selected by 100% of the Class B 
Certificateholders at their option. "Closing Date" shall mean August 14, 
1996. 

Commercial Paper shall mean the promissory notes of EFC issued by EFC in 
the commercial paper market. 

Defeasance Account shall have the meaning specified in Section 13(b) 
hereof.

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Distribution Date shall mean the twentieth day of each month, or, if 
such day is not a Business Day, the next succeeding Business Day, 
commencing with September 20, 1996. 
 
Early Amortization Period shall mean the period commencing at the close 
of business on the day on which an Early Amortization Event with respect 
to Series 1996-A is deemed to have occurred and ending on the date on 
which the Class A Invested Amount and the Class B Invested Amount have 
been paid in full. 

EFC shall mean Enterprise Funding Corporation, a Delaware corporation. 
 
Excess Finance Charge Collections shall mean, with respect to any Due 
Period, the aggregate amount for all outstanding Series of Collections 
of Finance Charge Receivables which the related Supplements specify are 
to be treated as Excess Finance Charge Collections for such Due Period. 

Excess Principal Collections shall mean, with respect to Series 1996-A, 
amounts to be treated as such pursuant to Sections 4.5(b) and 
4.5(c)(iii) of the Agreement (which amounts shall be available for other 
Series pursuant to Section 4.1(g) of the Agreement). 
 
Face Amount shall mean (i) with respect to Commercial Paper issued on a 
discount basis, the face amount stated therein, and (ii) with respect to 
Commercial Paper which is interest-bearing, the principal amount of and 
interest accrued and to accrue on such Commercial Paper to its stated 
maturity. 

Facility Limit shall have the meaning specified in the Transfer and 
Administration Agreement. 
 
Fee Letter shall mean that certain letter agreement, dated as of the 
Closing Date, between the Transferor and EFC with respect to certain 
fees, as amended, modified or supplemented from time to time. Finance 
Charge Shortfall shall have the meaning specified in Section 4.10 of the 
Agreement. 

Fixed/Floating Allocation Percentage shall mean, with respect to any Due 
Period, the sum of the Class A Fixed/Floating Allocation Percentage and

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the Class B Fixed/Floating Allocation Percentage. Floating Allocation 
Percentage shall mean, with respect to any Due Period, the sum of the 
Class A Floating Allocation Percentage and the Class B Floating 
Allocation Percentage. 

Indemnified Party shall have the meaning specified in Section 4.1 of the 
Transfer and Administration Agreement. 

Initial Invested Amount shall mean the aggregate initial principal 
amount of the Series 1996-A Certificates, which is $196,500,000. 
 
Interchange Amount shall mean, with respect to any Distribution Date, an 
amount equal to the Interchange Percentage for the preceding Due Period 
multiplied by the amount of Interchange received during the preceding 
Due Period.  

Interchange Percentage shall mean, with respect any Due Period, the 
percentage equivalent of a fraction, the numerator of which is the 
Invested Amount as of the last day of such Due Period and the 
denominator of which is the sum of the Invested Amounts as of such day 
for all Series which, in accordance with the related Supplement 
, are allocated Interchange. 
 
Interest Component shall mean, with respect to any Commercial Paper (i) 
issued on a discount basis, the portion of the Face Amount of such 
Commercial Paper representing the discount incurred in respect thereof 
and (ii) issued on an interest-bearing basis, the interest payable on 
such Commercial Paper at its maturity. 

Invested Amount shall mean, as of any date of determination, an amount 
equal to the sum of the Class A Invested Amount and the Class B Invested 
Amount, in each case as of such date. 
 
Invested Percentage shall mean, with respect to any Due Period, (a) when 
used with respect to Principal Receivables during the Revolving Period, 
the Floating Allocation Percentage, (b) when used with respect to 
Principal Receivables during an Amortization Period, the Fixed/Floating 
Allocation Percentage, (c) when used with respect to the Default Amount 

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at any time, the Floating Allocation Percentage, (d) when used with 
respect to Finance Charge Receivables during the Revolving Period or the 
Rapid Amortization Period, the Floating Allocation Percentage and (e) 
when used with respect to Finance Charge Receivables during the Early 
Amortization Period, the Fixed/Floating Allo 
cation Percentage. 
 
 
Investor Default Amount shall mean, with respect to any Distribution 
Date, an amount equal to the product of (a) the Default Amount for the 
immediately preceding Due Period and (b) the Floating Allocation 
Percentage for such Due Period. Investor Monthly Servicing Fee shall 
have the meaning specified in Section 7(a) hereof.Liquidity Provider 
shall have the meaning specified in the Transfer and Administration 
Agreement.  

Minimum Enhancement Amount shall mean, as of any date of determination, 
the greater of (i) 5% of the Invested Amount as of such date or (ii) 3% 
of the Facility Limit as of such date. "Minimum Transferor Interest 
Percentage" shall have the meaning specified in Section 3 hereof. 

Monthly Interest shall mean, with respect to any Distribution Date, the 
Class A Monthly Interest and the Class B Monthly Interest for such 
Distribution Date. 

Nordstrom Credit Advance shall have the meaning specified in Section 
4.5(d) of the Agreement. 

Pay Out Commencement Date shall mean the Termination Date pursuant to 
the Transfer and Administration Agreement. 
 
Portfolio Yield shall mean, with respect to any Due Period, the 
annualized percentage equivalent of a fraction, the numerator of which 
is equal to (a) an amount equal to the amount of Collections of Finance 
Charge Receivables that are allocated to Series 1996-A with respect to 
such Due Period, plus (b) any Excess Finance Charge Collections that are 
allocated to Series 1996-A with respect to such Due Period, minus (c) 
the Investor Default Amount for the Distribution Date with respect to 
such Due Period, and the denominator of which is the daily average of 
the Invested Amount for such Due Period. 
 
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Rapid Amortization Period shall mean the period commencing at the close 
of business on the last day of the Revolving Period and ending on the 
earlier of (a) the date on which the Class A Invested Amount and the 
Class B Invested Amount have been paid in full and (b) the commencement 
of the Early Amortization Period. 

Reallocated Class B Principal Collections shall mean, with respect to 
any Due Period, an amount equal to the product of (i) during the 
Revolving Period, the Class B Floating Allocation Percentage or, during 
an Amortization Period, the Class B Fixed/Floating Allocation Percentage 
and (ii) the aggregate amount of Collections of Principal Receivables 
for such Due Period. 

Related Commercial Paper shall mean Commercial Paper the proceeds of 
which were used to acquire, or refinance the acquisition of, an interest 
in the Class A Certificates. 
 
Revolving Period shall mean the period from and including the Closing 
Date to but excluding the earlier of the Stated Series Termination Date 
and the Pay Out Commencement Date. Series 1996-A shall mean the Series 
the terms of which are specified in this Series Supplement. 

Series 1996-A Certificate shall mean a Class A Certificate or a Class B 
Certificate. 

Series 1996-A Certificateholder shall mean a Class A Certificateholder 
or a Class B Certificateholder. 
 
Series 1996-A Class A Certificate Percentage shall mean, on any date of 
determination, the percentage equivalent of a fraction, the numerator of 
which is the Class A Invested Amount on such day and the denominator of 
which is the principal amount of all assets purchased by or pledged to 
EFC and/or the Liquidity Provider under any receivable purchase 
agreement, transfer and administration agreement or other agreement 
pursuant to which EFC purchases assets or makes loans secured by assets. 

Servicer Advance shall have the meaning specified in Section 4.5(d) of 
the Agreement. 

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Servicing Fee Percentage shall mean 2.00%. 

Stated Series Termination Date shall mean the Distribution Date 
occurring in August 2006. 

Targeted Holder shall mean each holder of a right to receive interest or 
principal with respect to the Series 1996-A Certificates (or other 
interests in the Trust), other than certificates (or other such 
interests) with respect to which an opinion is rendered that such 
certificates (or other such interests) will be treated as debt for 
federal income tax purposes, and any holder of a right to receive any 
amount in respect of the Transferor Interest; provided, that any Person 
holding more than one interest each of which would cause such Person to 
be a Targeted Holder shall be treated as a single Targeted Holder. 

Termination Date shall have the meaning specified in the Transfer and 
Administration Agreement. 

Transfer shall have the meaning specified in Section 14 hereof. 
 
Transfer and Administration Agreement shall mean the Transfer and 
Administration Agreement dated as of August 14, 1996, by and among 
Nordstrom National Credit Bank, EFC and NationsBank, N.A., as amended, 
modified or supplemented from time to time. 

Transfer Date shall mean the Business Day preceding each Distribution 
Date. 
 
Transferor Retained Certificates shall mean investor certificates of any 
Series, including the Class B Certificates, which the Transferor or 
Nordstrom Credit, Inc. retains, but only to the extent that and for so 
long as the Transferor or Nordstrom Credit, Inc. is the holder of such 
certificates. 

Section 3.  Minimum Transferor Interest Percentage.  The Minimum 
Transferor Interest Percentage applicable to the Series 1996-A 
Certificates shall be 2% (unless the Trustee shall have received an 
Opinion of Counsel that a lower percentage will not have any material 
adverse effect on the Federal income tax characterization of any ou 
tstanding Series of Investor Certificates). 
 
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Section 4.  Reassignment and Transfer Terms.  The Series 1996-A 
Certificates may be reassigned and transferred to the Transferor on any 
Distribution Date on or after which the Invested Amount is reduced to an 
amount less than or equal to 5% of the Initial Invested Amount, subject 
to the provisions of Section 12.2 of the Agreement. 

Section 5.  Delivery and Payment for the Certificates.  The Trustee 
shall deliver the Series 1996-A Certificates when authenticated in 
accordance with Section 6.2 of the Agreement. 
 
Section 6.  Form of Delivery of the Series 1996-A Certificates.  The 
Class A Certificates and the Class B Certificates shall be delivered as 
registered, definitive, physical certificates.  

Section 7.  Servicing Compensation; Interchange.  (a) The share of the 
Monthly Servicing Fee allocable to the Series 1996-A Certificateholders 
with respect to any Distribution Date (the Investor Monthly Servicing 
Fee) shall be equal to one-twelfth of the product of (x) the Servicing 
Fee Percentage and (y) the daily average Invested Amount, if any, for 
the related Due Period.  The Investor Monthly Servicing Fee shall be 
payable solely to the extent amounts are available for distribution in 
respect thereof pursuant to this Series Supplement.  The remainder of 
the Monthly Servicing Fee shall be paid by the Transferor or the 
Certificateholders of other Series (as provided in the Agreement and the 
Supplements relating to such other Series) and in no event shall the 
Trust, the Trustee or the Series 1996-A Certificateholders be liable for 
the share of the Monthly Servicing Fee to be paid by the Transferor or 
the Certificateholders of any other Series.
 
(b)  On or prior to each Determination Date, the Transferor shall notify 
the Servicer of the Interchange Amount to be included as Collections of 
Finance Charge Receivables allocable to the Series 1996-A Certificates 
with respect to the preceding Due Period.  On each Transfer Date, the 
Transferor shall pay to the Servicer, and the Servicer shall deposit 
into the Collection Account, in immediately available funds, such 
Interchange Amount.  The Transferor hereby assigns, sets-over, conveys, 
pledges and grants a security interest and lien to the Trustee for the 
benefit of the Series 1996-A Certificateholders in Interchange and the 

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proceeds of Interchange, as set forth in this subsection 7(b).  In 
connection with the foregoing grant of a security interest, this Series 
Supplement shall constitute a security agreement under applicable law.  
To the extent that a Supplement for a Series other than Series 1996-A, 
assigns, sets-over, conveys, pledges or grants a security interest in 
Interchange allocable to the Trust, all Certificates of any such Series 
(except as otherwise specified in any such Supplement) and the Series 
1996-A Certificates shall rank pari passu and be equally and ratably 
entitled as provided herein to the benefits of such Interchange without 
preference or priority on account of the actual time or times of 
authentication and delivery, all in accordance with the terms and 
provisions of this Series Supplement and other related Supplements. 

Section 8.  Article IV of the Agreement.  Any provisions of Article IV 
of the Agreement which distribute Collections to the Transferor on the 
basis of the Transferor Percentage shall continue to apply irrespective 
of the issuance of the Series 1996-A Certificates.  Section 4.1 of the 
Agreement shall read in its entirety as providedin the Agreement.  
Article IV of the Agreement (except for Section 4.1 thereof) as it 
relates to Series 1996-A shall read in its entirety as follows: 

ARTICLE IV 

RIGHTS OF SERIES 1996-A CERTIFICATEHOLDERS AND 
ALLOCATION AND APPLICATION OF COLLECTIONS 

Section 4.2  Collections and Allocations. 
 
 
(a)  The Servicer shall apply, or shall instruct the Trustee to apply, 
all Collections and other funds on deposit in the Collection Account 
that are allocated to the Series 1996-A Certificates as described in 
this Article IV.  Provided that daily deposits of Collections are not 
otherwise required pursuant to Section 4.1(h) of the Agreement, during 
the Revolving Period and the Rapid Amortization Period, Collections of 
Finance Charge Receivables allocable to Series 1996-A with respect to 
each Due Period need not be deposited into the Collection Account on a 
daily basis.  During the Early Amortization Period, Collections of 
Finance Charge Receivables allocable to Series 1996-A with respect to 
each Due Period shall be deposited into the Collection Account on a 
daily basis.  If daily deposits of Collections of Finance Charge 

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Receivables are not required pursuant to Section 4.1(h) of the Agreement 
or this Section 4.2(a), the Servicer shall deposit into the Collection 
Account on each Transfer Date the Collections of Finance Charge 
Receivables allocable to Series 1996-A with respect to the related Due 
Period. 

(b)  Provided that daily deposits of Collections are not otherwise 
required pursuant to Section 4.1(h) of the Agreement, during the 
Revolving Period and the Rapid Amortization Period, Collections of 
Principal Receivables allocable to Series 1996-A with respect to each 
Due Period need not be deposited into the Collection Account on a daily 
basis during such Due Period; provided, however, that in the event that 
the Transferor Amount minus the Excluded Receivables Balance is less 
than the Minimum Transferor Amount on any date, such Collections of 
Principal Receivables shall be deposited daily into the Excess Funding 
Account until the Transferor Amount minus the Excluded Receivables 
Balance equals the Minimum Transferor Amount; and provided, further, 
that on any date on which the sum of the Aggregate Principal Receivables 
and the amount on deposit in the Excess Funding Account is less than the 
Aggregate Invested Amount, such Collections of Principal Receivables 
shall be deposited into the Collection Account on a daily basis.  During 
the Rapid Amortization Period, if Collections of Principal Receivables 
allocable to Series 1996-A are not required to be deposited into the 
Collection Account on a daily basis pursuant to Section 4.1(h) of the 
Agreement or the foregoing provisions of this Section 4.2(a), the 
Servicer shall deposit into the Collection Account on each Transfer Date 
an amount equal to the sum of the amounts required to be paid pursuant 
to Sections 4.5(c)(i) and (ii) of the Agreement on the related 
Distribution Date.  During the Early Amortization Period, Collections of 
Principal Receivables allocable to Series 1996-A with respect to each 
Due Period shall be deposited into the Collection Account on a daily 
basis until an amount of such Collections of Principal Receivables equal 
to the sum of the Class A Monthly Principal and the Class B Monthly 
Principal with respect to such Due Period has been deposited into the 
Collection Account.  During the Early Amortization Period, after an 
amount of Collections of Principal Receivables allocable to Series 1996-
A equal to the sum of the Class A Monthly Principal and the Class B 
Monthly Principal with respect to each Due Period has been deposited 
into the Collection Account and so long as the Class B Invested Amount 
is not less than the Minimum Enhancement Amount, Collections of 

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Principal Receivables allocable to Series 1996-A with respect to each 
Due Period need not thereafter be deposited into the Collection Account 
on a daily basis during such Due Period; provided, however, that in the 
event that the Transferor Amount minus the Excluded Receivables Balance 
is less than the Minimum Transferor Amount on any date, such Collections 
of Principal Receivables shall be deposited into the Excess Funding 
Account until the Transferor Amount minus the Excluded Receivables 
Balance equals the Minimum Transferor Amount; and provided, further, 
that on any date on which the sum of the Aggregate Principal Receivables 
and the amount on deposit in the Excess Funding Amount is less than the 
Aggregate Invested Amount, such Collections of Principal Receivables 
shall be deposited into the Collection Account on a daily basis.  Any 
amount deposited into the Excess Funding Account pursuant to this 
Section 4.2(b) shall be considered Collections of Principal Receivables 
and shall be applied in accordance with Article IV and the terms of each 
Supplement. 

Section 4.3  Determination of Monthly Interest. (a)     The amount of 
monthly interest (Class A Monthly Interest) with respect to the Class A 
Certificates on any Distribution Date shall be an amount equal to the 
product of (i) a fraction, the numerator of which is the actual number 
of days in the related Due Period (or, in the case of the first 
Distribution Date, in the period from the Closing Date to the last day 
of the Due Period preceding such Distribution Date) and the denominator 
of which is 360, (ii) the Class A Certificate Rate for the related Due 
Period and (iii) the daily average Class A Invested Amount for the 
related Due Period. 

(b)     The amount of monthly interest (Class B Monthly Interest) with 
respect to the Class B Certificates on any Distribution Date shall be an 
amount equal to the product of (i) one-twelfth (1/12) (or, in the case 
of the first Distribution Date, a fraction, the numerator of which is 
the number of days in the period from the Closing Date to the last day 
of the Due Period preceding such Distribution Date based on a 360-day 
year consisting of twelve 30-day months and the denominator of which is 
360), (ii) the Class B Certificate Rate and (iii) the daily average 
Class B Invested Amount for the related Due Period. 

Section 4.4  Determination of Monthly Principal.        (a)  The amount 
of monthly principal (Class A Monthly Principal) distributable from 

                                   16

<PAGE>
the Collection Account with respect to the Class A Certificates on each 
Distribution Date, beginning with the Distribution Date in the month 
following the month in which an Amortization Period begins, shall be 
equal to the lesser of (x) the Fixed/Floating Allocation Percentage of 
Collections of Principal Receivables with respect to the preceding Due 
Period plus the amount of any Excess Principal Collections with respect 
to other Series that are allocated to Series 1996-A in accordance with 
the Agreement and (y) the Class A Invested Amount with respect to such 
Distribution Date. 
(b)     The amount of monthly principal (Class B Monthly Principal) 
distributable from the Collection Account with respect to the Class B 
Certificates on each Distribution Date, beginning with the Class B 
Principal Commencement Date, shall be equal to the lesser of (x) the 
Fixed/Floating Allocation Percentage of Collections of Principal 
Receivables with respect to the preceding Due Period, plus the amount of 
any Excess Principal Collections with respect to other Series that are 
allocated to Series 1996-A in accordance with the Agreement, minus the 
amount of Reallocated Class B Principal Collections applied pursuant to 
Section 4.7 of the Agreement on such Distribution Date, minus the 
portion of such amounts applied to Class A Monthly Principal on such 
Distribution Date and (y) the Class B Invested Amount with respect to 
such Distribution Date. 

Section 4.5  Application of Collections. 
 
(a)  In accordance with Section 4.2(a) of the Agreement, the Servicer 
shall apply or shall instruct the Trustee to apply on each Distribution 
Date the Invested Percentage of Collections of Finance Charge 
Receivables for the related Due Period plus the amount of any Excess 
Finance Charge Collections allocable to Series 1996-A to make the 
following distributions in the following priority:  
 
(i)  an amount equal to any unpaid Servicer Advances shall be paid to 
the Servicer to repay Servicer Advances, and then an amount equal to any 
unpaid Nordstrom Credit Advances shall be paid to Nordstrom Credit, Inc. 
to repay Nordstrom Credit Advances; 

                                   17
<PAGE>
(ii)  an amount equal to Class A Monthly Interest for such Distribution 
Date (less the amount of any Class A Monthly Interest that has been paid 
by a Servicer Advance or a Nordstrom Credit Advance), plus the amount of 
any Class A Monthly Interest previously due but not paid on a prior 
Distribution Date, shall be distributed to the Paying Agent for payment 
to the Class A Certificateholders; 

(iii)  if Nordstrom National Credit Bank or an Affiliate is not the 
Servicer, an amount equal to the Investor Monthly Servicing Fee for such 
Distribution Date, plus the amount of any Investor Monthly Servicing Fee 
previously due but not distributed to the Servicer on a prior 
Distribution Date, shall be distributed to the Servicer; 
 
(iv)  an amount equal to the Class A Investor Default Amount for such 
Distribution Date shall be treated as a portion of Collections of 
Principal Receivables allocable to Series 1996-A for such Distribution 
Date;  

(v)  an amount equal to the Class A Floating Allocation Percentage of 
Adjustment Payments for the related Due Period which the Transferor 
fails to make in accordance with the Agreement shall be treated as a 
portion of Collections of Principal Receivables allocable to Series 
1996-A for such Distribution Date; 
 
(vi)  an amount equal to the aggregate amount of Class A Investor Charge 
Offs which have not been previously reimbursed shall be treated as a 
portion of Collections of Principal Receivables allocable to Series 
1996-A for such Distribution Date; 

(vii)  if Nordstrom National Credit Bank or an Affiliate is the 
Servicer, an amount equal to the Investor Monthly Servicing Fee for such 
Distribution Date, plus the amount of any Investor Monthly Servicing Fee 
previously due but not distributed to the Servicer on a prior 
Distribution Date, shall be distributed to the Servicer; 
 
                                   18

<PAGE> 
(viii)  an amount equal to Class B Monthly Interest for such 
Distribution Date, plus the amount of any Class B Monthly Interest 
previously due but not paid on a prior Distribution Date, shall be 
distributed to the Paying Agent for payment to the Class B 
Certificateholders; 

(ix)  an amount equal to the Class B Investor Default Amount for such 
Distribution Date shall be treated as a portion of Collections of 
Principal Receivables allocable to Series 1996-A for such Distribution 
Date;  

(x)  an amount equal to the Class B Floating Allocation Percentage of 
Adjustment Payments for the related Due Period which the Transferor 
fails to make in accordance with the Agreement shall be treated as a 
portion of Collections of Principal Receivables allocable to Series 
1996-A for such Distribution Date; 
 
(xi)  an amount equal to the aggregate amount by which the Class B 
Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of 
the definition of Class B Invested Amount (but not in excess of the 
aggregate amount of such reductions which have not been previously 
reimbursed) shall be treated as a portion of Collections of Principal 
Receivables allocable to Series 1996-A for such Distribution Date; and 
 
(xii)  the balance, if any, shall be treated as Excess Finance Charge 
Collections with respect to Series 1996-A for such Distribution Date and 
will be available for allocation to other Series or to the Transferor.  

(b)  On each Distribution Date with respect to the Revolving Period, an 
amount equal to the Collections of Principal Receivables allocable to 
Series 1996-A for the related Due Period shall either (i) at the 
Transferor's option, be distributed to the holder of the Class A 
Certificates in reduction of the Class A Invested Amount (provided that 
the amounts so distributed on any Distribution Date shall not exceed the 

                                   19
<PAGE>
Class A Floating Allocation Percentage of the Collections of Principal 
Receivables received during the related Due Period) or (ii) be treated 
as Excess Principal Collections to be applied in accordance with Section 
4.1(g) of the Agreement. 

(c)  On each Distribution Date following the commencement of an 
Amortization Period, an amount equal to the Collections of Principal 
Receivables allocable to Series 1996-A for the related Due Period (after 
giving effect to any reallocation thereof pursuant to Section 4.7 of the 
Agreement) plus the amount of any Excess Principal Collections allocable 
to Series 1996-A shall be applied in the following priority: 

(i)  an amount equal to Class A Monthly Principal for such Distribution 
Date shall be distributed to the Paying Agent for payment to the Class A 
Certificateholders; 
 
(ii)  an amount equal to Class B Monthly Principal for such Distribution 
Date shall be distributed to the Paying Agent for payment to the Class B 
Certificateholders; and (iii)  the balance, if any, shall be treated as 
Excess Principal Collections to be applied in accordance with Section 
4.1(g) of the Agreement. 

(d)  In the event that, on any date EFC does not have sufficient funds 
to pay any Class A Carrying Costs due and payable on such day, the 
Servicer shall make an advance in an amount equal to such deficiency, 
but only to the extent of the Invested Percentage of Collections of 
Finance Charge Receivables received by the Servicer and not yet 
deposited in the Collection Account (a Servicer Advance), provided, 
however, that the Servicer shall not be obligated to make a remittance 
as provided in this Section 4.5(d) if EFC notifies the Servicer that the 
amount otherwise payable by the Servicer pursuant to this Section 4.5(d) 
will be obtained by EFC from the proceeds of Related Commercial Paper 
issued on such day or from funds obtained from the Liquidity Provider on 
such day.  Amounts required to be remitted to EFC pursuant to this 
Section 4.5(d) shall be remitted in immediately available funds to the 
account of EFC designated in the Transfer and Administration Agreement 
no later than 12:00 noon, New York City time, on the date due; provided, 

                                   20
<PAGE>
however that in lieu of such direct payment by the Servicer, to the 
extent of available funds, the Servicer may instruct the Trustee in 
writing to remit such amounts from the Invested Percentage of 
Collections in respect of Finance Charge Receivables on deposit in the 
Collection Account, any such payment to be netted from amounts to be 
paid pursuant to Section 4.5(a)(ii) of the Agreement.  The Servicer 
shall record in its books and records such withdrawal and the 
application of Collections of Finance Charge Receivables and net such 
amounts so applied from the amounts due under Section 4.5(a)(ii) of the 
Agreement on the Transfer Date for such Due Period.  In the event that, 
on any date described above, the Servicer does not make an advance in an 
amount sufficient to enable EFC to pay all Class A Carrying Costs due 
and payable on such day, Nordstrom Credit, Inc. shall advance the amount 
of any remaining insufficiency to EFC in immediately available funds no 
later than 12:00 noon, New York City time, on such date (each, a 
Nordstrom Credit Advance).

Section 4.6  Defaulted Amounts; Investor Charge Offs.  

(a)  If, on any Distribution Date, (i) the sum of the amounts required 
to be paid pursuant to Sections 4.5(a)(i)-(v) of the Agreement on such 
Distribution Date exceeds (ii) the sum of (x) the Invested Percentage of 
Collections of Finance Charge Receivables for the related Due Period 
plus the amount of any Excess Finance Charge Collections allocable to 
Series 1996-A, (y) the amount of Reallocated Class B Principal 
Collections available pursuant to Section 4.7 of the Agreement for the 
related Due Period and (z) the amount, if any, received from Nordstrom 
Credit, Inc. on the related Transfer Date pursuant to Section 4.8 of the 
Agreement, then the Class B Invested Amount shall be reduced by the 
amount of such excess, but not by more than the excess of (A) the sum of 
the Class A Investor Default Amount and the Class A Floating Allocation 
Percentage of Adjustment Payments which the Transferor fails to make in 
accordance with the Agreement for such Distribution Date over (B) the 
Invested Percentage of Collections of Finance Charge Receivables plus 
the amount of any Excess Finance Charge Collections allocable to Series 
1996-A plus the amount of Reallocated Class B Principal Collections plus 
the amount, if any, received from Nordstrom Credit, Inc. on the related 
Transfer Date pursuant to Section 4.8 of the Agreement, in each case

                                   21
<PAGE>
used to fund the Class A Investor Default Amount and the Class A 
Floating Allocation Percentage of Adjustment Payments which the 
Transferor fails to make in accordance with the Agreement for such 
Distribution Date.  In the event that such reduction would cause the 
Class B Invested Amount to be a negative number, the Class B Invested 
Amount shall be reduced to zero, and the Class A Invested Amount shall 
be reduced by the amount by which the Class B Invested Amount would have 
been reduced below zero (a Class A Investor Charge Off); provided, 
however, that the Class A Invested Amount shall not be reduced below 
zero.  Class A Investor Charge Offs shall thereafter be reimbursed and 
the Class A Invested Amount increased (but not by an amount in excess of 
the aggregate unreimbursed Class A Investor Charge Offs) on any 
Distribution Date by the amounts allocated and available for that 
purpose pursuant to Section 4.5(a)(vi) of the Agreement. 

(b)     If, on any Distribution Date, the sum of the amounts to be paid 
pursuant to Sections 4.5(a)(i)-(x) of the Agreement exceeds the sum of 
the Invested Percentage of Collections of Finance Charge Receivables for 
the related Due Period plus the amount of any Excess Finance Charge 
Collections allocable to Series 1996-A plus the amount, if any, received 
from Nordstrom Credit, Inc. on the related Transfer Date pursuant to 
Section 4.8 of the Agreement, then the Class B Invested Amount (after 
giving effect to any reduction thereof pursuant to Sections 4.6(a) and 
4.7 of the Agreement) shall be reduced by the amount of such excess, but 
not by more than the excess of (A) the sum of the Class B Investor 
Default Amount and the Class B Floating Allocation Percentage of 
Adjustment Payments which the Transferor fails to make in accordance 
with the Agreement for such Distribution Date over (B) the Invested 
Percentage of Collections of Finance Charge Receivables plus the amount 
of any Excess Finance Charge Collections allocable to Series 1996-A plus 
the amount, if any, received from Nordstrom Credit, Inc. on the related 
Transfer Date pursuant to Section 4.8 of the Agreement, in each case 
used to fund the Class B Investor Default Amount and the Class B 
Floating Allocation Percentage of Adjustment Payments which the 
Transferor fails to make in accordance with the Agreement for such 
Distribution Date (a Class B Investor Charge Off); provided, however, 
that the Class B Invested Amount shall not be reduced below zero.  Any 
such reduction of the Class B Invested Amount shall be given effect 
after any reduction of the Class B Invested Amount pursuant to Sections 
4.6(a) and 4.7 of the Agreement.  Class B Investor Charge Offs shall 

                                   22
<PAGE>
thereafter be reimbursed and the Class B Invested Amount increased (but 
not by an amount in excess of the aggregate unreimbursed Class B 
Investor Charge Offs) on any Distribution Date by the amounts allocated 
and available for that purpose pursuant to Section 4.5(a)(xi) of the 
Agreement. 

Section 4.7  Reallocated Class B Principal Collections.  The 
Servicer shall instruct the Trustee to distribute, on each Distribution 
Date, Reallocated Class B Principal Collections in an amount equal to 
the excess, if any, of (a) the sum of the amounts to be paid pursuant to 
Sections 4.5(a)(ii)-(vi) of the Agreement with respect to  such 
Distribution Date over (b) the Invested Percentage of Collections of 
Finance Charge Receivables for the related Due Period plus the amount 
of any Excess Finance Charge Collections allocable to Series 1996-A 
minus the amount paid pursuant to Section 4.5(a)(i) of the Agreement, to 
fund any deficiency under Sections 4.5(a)(ii)-(vi) of the Agreement in 
that order of priority. 

Section 4.8  Certain Payments by Nordstrom Credit, Inc.  If, with 
respect to any Distribution Date, (i) the sum of the amounts required to 
be paid pursuant to Sections 4.5(a)(ii)-(vi) of the Agreement on such 
Distribution Date exceeds (ii) the sum of (x) the Invested Percentage of 
Collections of Finance Charge Receivables for the related Due Period 
plus the amount of any Excess Finance Charge Collections allocable to 
Series 1996-A minus the amount paid pursuant to Section 4.5(a)(i) of the 
Agreement and (y) the amount of Reallocated Class B Principal 
Collections available pursuant to Section 4.7 of the Agreement for the 
related Due Period, then Nordstrom Credit, Inc. shall pay on the related 
Transfer Date to the Trustee on behalf of the Series 1996-A 
Certificateholders an amount equal to such excess; provided, however, 
that the aggregate amounts paid by Nordstrom Credit, Inc. pursuant to 
this Section 4.8 and pursuant to similar provisions, if any, in other 
Supplements shall not exceed the aggregate, cumulative amount  of (A) 
Default Amounts and (B) downward adjustments or reductions in the amount 
of any Receivables for the reasons described in the first two sentences 
of Section 3.8(a) of the Agreement.  Such amount shall be applied to 
fund any deficiency under Sections 4.5(a)(ii)-(vi) of the Agreement in 
that order of priority.  Amounts required to be remitted by Nordstrom 
Credit, Inc. pursuant to this Section 4.8 shall be remitted in 
immediately available funds to the Collection Account no later than 
12:00 noon, New York City time, on the date due.  Nordstrom 

                                   23


<PAGE>
Credit, Inc.'s obligation under this Section 4.8 shall be unconditional 
and irrevocable. 

Section 4.9  Excess Principal Collections.  Subject to Section 
4.1(g) of the Agreement, Excess Principal Collections for any 
Distribution Date will be allocated to Series 1996-A in an amount equal 
to the product of (x) the aggregate amount of Excess Principal 
Collections with respect to all Series for such Distribution Date and 
(y) a fraction, the numerator of which is the Principal Shortfall for 
Series 1996-A for such Distribution Date and the denominator of which is 
the aggregate amount of Principal Shortfalls for all Series.  The 
Principal Shortfall for Series 1996-A will be equal to (a) for any 
Distribution Date with respect to the Revolving Period, zero or such 
other greater amount not exceeding the Class A Invested Amount as may be 
designated by the Transferor, at its option, and (b) for any 
Distribution Date with respect to the Amortization Period, the excess, 
if any, of the Invested Amount over the Fixed/Floating Allocation 
Percentage of Collections of Principal Receivables for such Distribution 
Date (excluding any portion thereof attributable to Excess Principal
Collections). 

Section 4.10  Excess Finance Charge Collections.  Excess Finance Charge 
Collections for any Distribution Date will be allocated to Series 1996-A 
in an amount equal to the product of (x) the aggregate amount of Excess 
Finance Charge Collections with respect to all Series for such 
Distribution Date and (y) a fraction, the numerator of which is the 
Finance Charge Shortfall for Series 1996-A for such Distribution Date 
and the denominator of which is the aggregate amount of Finance Charge 
Shortfalls for all Series.  The Finance Charge Shortfall for Series 
1996-A for any Distribution Date will be equal to the excess, if any, of 
(a) the full amount required to be paid pursuant to Section 4.5(a) on 
such Distribution Date over (b) the applicable Invested Percentage of 
Collections of Finance Charge Receivables and any other amounts that are 
to be treated as Collections of Finance Charge Receivables allocable to 
Series 1996-A in accordance with the Agreement with respect to the 
related Due Period. 
                                   24


<PAGE>
Section 4.11  Additional Issuances of Class B Certificates. 
 
 
(a)  On any day during the Revolving Period, the Trustee shall issue to 
the Transferor for execution, upon the Transferor's request, and the 
Trustee shall authenticate and deliver, in accordance with the 
Transferor's instructions, an additional principal amount of Class B 
Certificates (Additional Class B Certificates) as provided below. 

(b)  Additional Class B Certificates may be issued, 
executed and delivered upon satisfaction of the following conditions: 
 
 
(i)  after giving effect to the issuance of such Additional Class B 
Certificates, the Transferor Amount minus the Excluded Receivables 
Balance shall be at least equal to the Minimum Transferor Amount and the 
Aggregate Principal Receivables shall be at least equal to the Minimum 
Aggregate Principal Receivables; 

(ii)  the Transferor shall have given notice by 10:00 A.M., New York 
City time, on the date such Additional Class B Certificates are to be 
issued to the Trustee, the Paying Agent, EFC and the Agent of the 
proposed issuance of such Additional Class B Certificates; 

(iii)  on or before the date on which such Additional Class B 
Certificates are issued, the Transferor, if so requested by the Trustee 
at the direction of the Class A Certificateholders, shall have delivered 
a Tax Opinion to the Trustee; and 

(iv)  on or before the date such Additional Class B Certificates are 
issued, the Transferor shall deliver to the Trustee an Officer's 
Certificate confirming the item set forth in clause (i) above.  The 
Trustee may conclusively rely on such certificate, shall have no duty to 
make inquiries with regard to matters set forth therein and shall incur 
no liability in so relying. 

[END OF ARTICLE IV] 
                                   25


<PAGE>

Section 9.  Article V of the Agreement.  Article V of the Agreement 
shall read in its entirety as follows and shall be applicable to the 
Series 1996-A Certificates: 

ARTICLE V 

DISTRIBUTIONS AND REPORTS TO 
CERTIFICATEHOLDERS 

Section 5.1  Distributions.  (a)  On each Distribution Date, 
the Paying Agent shall distribute to each Class A Certificateholder of 
record as of the preceding Record Date (other than as provided in 
Section 12.2 of the Agreement respecting a final distribution) such 
Class A Certificateholder's pro rata share of the amounts that are 
available on such Distribution Date to pay interest on the Class A 
Certificates (excluding the amount of any Class A Monthly Interest that 
has already been paid by a Servicer Advance or a Nordstrom Credit 
Advance) pursuant to this Series Supplement. 

(b)  On each Distribution Date with respect to an Amortization Period, 
the Paying Agent shall distribute to each Class A Certificateholder of 
record as of the preceding Record Date (other than as provided in 
Section 12.2 of the Agreement respecting a final distribution) such 
Class A Certificateholder's pro rata share of the  amounts that are 
available on such date to pay principal of the Class A Certificates 
pursuant to this Series Supplement. 

(c)  On each Distribution Date, the Paying Agent shall distribute to 
each Class B Certificateholder of record as of the preceding Record Date 
(other than as provided in Section 12.2 of the Agreement respecting a 
final distribution) such Class B Certificateholder's pro rata share of 
the amounts that are available on such Distribution Date to pay interest 
on the Class B Certificates pursuant to this Series Supplement. 

(d)  On each Distribution Date with respect to an Amortization Period on 
or after the Class B Principal Commencement Date, the Paying Agent shall 
distribute to each Class B Certificateholder of record as of the 
preceding Record Date (other than as provided in Section 12.2 of the 
Agreement respecting a final distribution) such Class B 
Certificateholder's pro rata share of the amounts that are 
                                   26


<PAGE>
available on such date to pay principal of the Class B Certificates 
pursuant to this Series Supplement. 

(e)  Except as provided in Section 12.2 of the Agreement with respect to 
a final distribution, distributions to Series 1996-A Certificateholders 
hereunder shall be made by check mailed to each such Certificateholder 
at such Certificateholder's address appearing in the Certificate 
Register or by wire transfer of immediately available funds to such 
Certificateholder's account so long as the Paying Agent was notified of 
such account at least five Business Days prior to such Distribution 
Date, in each case without presentation or surrender of any such Series 
1996-A Certificate or the making of any notation thereon. 

Section 5.2  Statements to Series 1996-A Certificateholders.  
On each Distribution Date, the Paying Agent, on behalf of the Trustee, 
shall forward to each Series 1996-A Certificateholder a statement 
substantially in the form of Exhibit C prepared by the Servicer setting 
forth certain information relating to the Trust and the Series 
1996-A Certificates. 

On or before January 31 of each calendar year, beginning 
with calendar year 1997, the Paying Agent, on behalf of the Trustee, 
shall furnish or cause to be furnished to each Person who at any time 
during the preceding calendar year was a Certificateholder of Series 
1996-A, a statement prepared by the Servicer containing the informat 
ion which is required to be contained in the statement to the 
Certificateholders in the form of Exhibit C, aggregated for such 
calendar year or the applicable portion thereof during which such Person 
was a Certificateholder of such Series, together with other information 
as is required to be provided by an issuer of indebtedness under the 
Internal Revenue Code and such other customary information as is 
necessary to enable the Certificateholders of such Series to prepare 
their tax returns.  Such obligation of the Servicer shall be deemed to 
have been satisfied to the extent that substantially comparable 
information shall be provided by the Paying Agent pursuant to any 
requirements of the Internal Revenue Code as from time to time in 
effect. 
[END OF ARTICLE V] 
                                   27


<PAGE>
 
 
Section 10.  Early Amortization Events.  If any one of the 
events specified in Section 9.1 of the Agreement or any one of the 
following events shall occur during either the Revolving Period or the 
Rapid Amortization Period with respect to the Series 1996-A 
Certificates: 

(i)  failure on the part of the Transferor or the Servicer (a) to make 
any payment or deposit on the date required under the Agreement, this 
Series Supplement or the Transfer and Administration Agreement, as 
applicable (or within the applicable grace period which will not exceed 
five Business Days), (b) duly  to observe or perform in any material 
respect the covenant of the Transferor not to sell, pledge, assign or 
transfer to any person, or grant any unpermitted lien on, any 
Receivable, or (c) duly to observe or perform in any material respect 
any other covenants or agreements of the Transferor in the Agreement or 
in the Transfer and Administration Agreement (other than those 
specifically referred to elsewhere in this Section 10), which in the 
case of subclause (c) hereof, continues unremedied for a period of 60 
days after written notice to the Transferor, and continues to affect 
materially and adversely the interests of the Series 1996-A 
Certificateholders for such period; provided, however, that an Early 
Amortization Event described in clause (b) or (c) shall not be deemed to 
occur if the Transferor has accepted the reassignment of the related 
Receivable within 60 days after receipt of written notice by the 
Transferor (or such longer period as the Trustee may specify not to 
exceed an additional 60 days) of such Early Amortization Event in 
accordance with the provisions of the Agreement; 

(ii)  failure on the part of Nordstrom Credit, Inc. to 
make any payment on the date required under Section 4.8 of the 
Agreement; 

(iii)  any representation or warranty made by the Transferor or 
Nordstrom Credit, Inc. in the Agreement, this Series Supplement or the 
Transfer and Administration Agreement (other than those specifically 
                                   28


<PAGE>
referred to elsewhere in this Section 10) or any information required to 
be given by the Transferor to the Trustee to identify the Accounts 
proves to have been incorrect in any material respect when made and 
continues to be incorrect in any material respect for a period of 60 
days after written notice to the Transferor and as a result of which the 
interests of the Series 1996-A Certificateholders are materially and 
adversely affected and which continues to materially and adversely 
affect the interests of the Series 1996-A Certificateholders for such 
period; provided, however, that an Early Amortization Event described in 
this clause (ii) shall not be deemed to occur if the Transferor has 
accepted the reassignment of the related Receivable or all such 
Receivables, if applicable, during such period (or such longer period as 
the Trustee may specify not to exceed an additional 60 days);  
(iv)  a failure by the Transferor to perform, comply with or observe any 
agreement, covenant or obligation under Section 3.4(i) of the Transfer 
and Administration Agreement;  

(v)  a failure by the Transferor to transfer Receivables from 
Supplemental Accounts to the Trust within five Business Days after the 
day on which it is required to transfer such Receivables pursuant to 
Section 2.6 of the Agreement; 

(vi)  any Servicer Default occurs which would have a 
material adverse effect on the Series 1996-A Certificateholders; 
 
(vii)  the Transferor shall enter into any consolidation or merger with 
any other Person whereby the Transferor is not the Person surviving such 
consolidation or merger;  

(viii)  a change in the operations of the Transferor or any other event 
which materially and adversely affects the Transferor's ability to 
either collect the Receivables or perform its obligations thereunder;  
                                  29


<PAGE>
(ix)  an event which constitutes (with or without notice or lapse of 
time or both) a default or potential default under any agreement of 
which the Transferor or one of its Subsidiaries is a party relating to 
indebtedness of the Transferor or such Subsidiary of $5,000,000 or more; 

(x)  on any day, the Class B Invested Amount is less than the Minimum 
Enhancement Amount; 

(xi)  on any day, the Transferor Amount minus the Excluded Receivables 
Balance is less than the Minimum Transferor Amount; 

(xii)  the average Portfolio Yield for any three consecutive Due Periods 
is reduced to a rate which is less than the average Base Rate for such 
period; 
 
then, an Early Amortization Event with respect to only the Series 1996-A 
Certificates will be deemed to have occurred without any notice or other 
action on the part of the Trustee or the Certificateholders, immediately 
upon the occurrence of such event; provided, however, that all of the 
Class A Certificateholders may waive any such Early Amortization Event 
with respect to the Series 1996-A Certificates.  Upon any such waiver, 
such Early Amortization Event shall be deemed not to have occurred for 
every purpose of the Agreement and this Series Supplement.  
No such waiver shall extend to any subsequent or other event or impair 
any right consequent thereon. 
 
Section 11.  Termination or Suspension of Automatic Additions of 
Accounts.  All of the Class A Certificateholders may direct 
the Transferor by notification in writing to designate one or more 
Automatic Addition Termination Dates or one or more Automatic Addition 
Suspension Dates and Restart Dates.  Upon receipt of such notification 
, the Transferor shall designate the date or dates specified therein as 
Automatic Addition Termination Dates or Automatic Addition Suspension 
Dates and Restart Dates, as the case may be, by providing the notices 
                                   30


<PAGE>
and taking the actions required by Section 2.6(d)(i) of the Agreement. 

Section 12.  Representations and Warranties of Nordstrom Credit, Inc.  
Nordstrom Credit, Inc. hereby represents and warrants to the Trustee, as 
of the date hereof, as follows: 
 
(a)  Organization, etc.  Nordstrom Credit, Inc. is a corporation duly 
organized, validly existing and in good standing under the laws of the 
State of Colorado and has full corporate power, authority and legal 
right to own or lease all of its properties and assets, to carry on its 
business as it is now being conducted and to execute , deliver and 
perform the Agreement and this Series Supplement.  Nordstrom Credit, 
Inc. is duly qualified as a foreign corporation in good standing under 
the laws of each other jurisdiction in which the nature of its business 
requires such qualification and in which failure to so qualify would 
render the Agreement or this Series Supplement unenforceable or would 
have a material adverse effect on Nordstrom Credit, Inc.'s ability to 
perform its obligations thereunder or hereunder. 
 
(b)  Authorization; Valid Agreement.  The execution, delivery and 
performance of the Agreement and this Series Supplement has been duly 
authorized by all required corporate or other action on the part of 
Nordstrom Credit, Inc., and each of the Agreement and this Series 
Supplement constitutes the legal, valid and binding obligation  
of Nordstrom Credit, Inc., enforceable in accordance with its terms, 
subject to applicable bankruptcy, insolvency, moratorium or other 
similar laws affecting the rights of creditors generally as such laws 
would apply in the event of the bankruptcy, insolvency, moratorium or 
other similar event with respect to Nordstrom Credit, Inc. and to 
general principles of equity. 

(c)  No Conflicts.  The execution, delivery and performance by 
Nordstrom Credit, Inc. of each of the Agreement and this Series 
Supplement does not and will not (a) contravene its charter or By-Laws, 
(b) in any material respect, violate any provision of, or require any 
filing, registration, consent or approval under, any law, rule,  
regulation, order, writ, judgment, injunction, decree, determination or 
award presently in effect having applicability to Nordstrom Credit, 
Inc., (c) result in a breach of or constitute a default or require any 
consent under any material indenture or loan or credit agreement or any 
 
                                   31


<PAGE>
other material agreement, lease or instrument to which Nordstrom Credit, 
Inc. is a party or by which it or its properties may be bound or 
affected or (d) result in, or require, the creation or imposition of any 
material lien upon or with respect to any of the properties now owned or 
hereafter acquired by Nordstrom Credit, Inc. 

(d)  No Proceedings.  There are no proceedings or investigations 
pending, or to the best knowledge of Nordstrom Credit, Inc., threatened 
against Nordstrom Credit, Inc. before any Governmental Authority (a) 
asserting the invalidity of the Agreement or this Series Supplement, (b) 
seeking to prevent the consummation of the transactions contemplated by 
the Agreement or this Series Supplement, (c) seeking any determination 
or ruling that would adversely affect the performance by Nordstrom 
Credit, Inc. of its obligations under the Agreement or this 
Series Supplement or (d) seeking any determination or ruling that would 
adversely affect the validity or enforceability of the Agreement or this 
Series Supplement. 

Section 13.  Series 1996-A Investor Exchange; Certificate 
Defeasance.  (a)  Pursuant to subsection 6.9(b) of the Agreement, the 
Certificateholders may tender their Certificates, and the holder of the 
Exchangeable Transferor Certificate may tender the Exchangeable 
Transferor Certificate, in exchange for (i) one or more newly issued  
classes of Investor Certificates and (ii) a reissued Exchangeable 
Transferor Certificate in accordance with the terms and conditions 
contained in a notice of exchange delivered to the Certificateholders.  
Such notice of exchange will specify, among other things:  (a) the 
amount of Certificates that may be tendered, (b) the Certificate Rate 
(or the method for allocating interest payments or other cash flows to 
such Series), if any, with respect to the new Series, (c) the term of 
the Series, (d) the method of computing the invested percentage, (e) the 
manner of Enhancement, if any, with respect to the Series and (f) the 
time and the manner at which the tender and cancellation of the Series 
1996-A Certificates and the issuance of the new Certificates will be 
effectuated.  Upon satisfaction of the conditions contained in 
subsections 6.9(b) and 6.9(c) of the Agreement, and the receipt by the 
Trustee of the exchange notice and the related Supplement, the Trustee 
shall cancel the existing Exchangeable Transferor Certificate and the 
applicable Series 1996-A Certificates which have been tendered pursuant 

                                   32


<PAGE>
to this Section 12(a), and shall issue such new Series of Investor 
Certificates and a new Exchangeable Transferor Certificate, each dated 
the Exchange Date. 

(b)  The Trustee, for the benefit of the Series 1996-A 
Certificateholders, shall establish prior to such tender and exchange, 
and maintain with a Qualified Institution in the name of the Trust, a 
certain segregated trust account (the Defeasance Account).  At the 
option of the Transferor, all amounts received by the Trustee from the 
issuance of new Certificates or increased invested amount of another 
Series (or any class within any such other Series) on the settlement 
date for such issuance shall be deposited in the Defeasance Account. 

(c)  Amounts on deposit in the Defeasance Account shall be 
applied as Collections allocable to the Series 1996-A Certificates in 
payment of the Invested Amount and all accrued and unpaid interest 
thereon, in accordance with Section 4.5 of the Agreement.  Any Business 
Day upon which payments are received in the Defeasance Account shall be 
deemed to be a Distribution Date.  Any funds remaining in the Defeasance 
Account after all amounts payable to the Certificateholders pursuant to 
Section 4.5 of the Agreement have been paid in full shall be paid to the 
Transferor. 

Section 14.  Transfers of Series 1996-A Certificates; Legends. 
 
(a)  No Class A Certificate or any interest therein may be 
sold (including in the initial offering), conveyed, assigned, 
hypothecated, pledged, participated, or otherwise transferred (each, a 
Transfer) except in accordance with this Section 14.  No Class B 
Certificate or any interest therein may be Transferred.  Any Transfer of 
a Class A Certificate otherwise permitted by this Section 14 will 
be permitted only if it consists of a pro rata percentage interest in 
all payments made with respect to such holder's Class A Certificates and 
no Transfers of partial interests in a Class A Certificate shall be 
permitted.  No Class A Certificate or any interest therein may be 
 Transferred to any Person (each, an Assignee), unless the Assignee 
shall have executed and delivered the certification referred to in 
subsection 14(e) below and each of the Transferor and the Servicer shall 
have granted its prior consent thereto; provided, that the consent of 

                                   33


<PAGE>
the Transferor and the Servicer shall not be required in connection with 
any transfer to the Bank Investors, any Liquidity Provider or any 
Affiliate of Nordstrom National Credit Bank pursuant to the Transfer and 
Administration Agreement.  The consent of the Transferor and the 
Servicer shall be granted unless the Transferor reasonably determines 
that such Transfer would create a risk that the Trust would be 
classified for federal or any applicable state tax purposes as an 
association or publicly traded partnership taxable as a corporation; 
provided, that any attempted Transfer that would cause the number of 
Targeted Holders to exceed ninety-nine shall be void; and provided, 
further, that there shall not at any time be more than 10 Class A 
Certificateholders or such other number as may be consented to by the 
Transferor, which consent may be withheld in its sole and absolute 
discretion. 

(b)  Each initial purchaser of a Series 1996-A Certificate 
or any interest therein and any Assignee thereof shall certify to the 
Transferor, the Servicer, and the Trustee that it is either (A)(i) a 
citizen or resident of the U.S., (ii) a corporation, partnership or 
other entity organized in or under the laws of the U.S. or  
any political subdivision thereof which, if such entity is a tax-exempt 
entity, recognizes that payments with respect to the Series 1996-A 
Certificates may constitute unrelated business taxable income or (iii) a 
person not described in (i) or (ii) whose ownership of the Series 1996-A 
Certificates is effectively connected with the conduct of a trade or 
business within the United States (within the meaning of the Code) 
and whose ownership of any interest in a Series 1996-A Certificate will 
not result in any withholding obligation with respect to any payments 
with respect to the Series 1996-A Certificates by any person and who 
will furnish to the Certificateholder making the Transfer, the Servicer 
and the Trustee, a properly executed U.S. Internal Revenue Service 
Form 4224 (and to agree to provide a new Form 4224 upon the expiration 
or obsolescence of any previously delivered form and comparable 
statements in accordance with applicable U.S. laws) or (B) an estate or 
trust the income of which is includible in gross income for U.S. federal 
income tax purposes. 

(c)  Each initial purchaser of a Class A Certificate or any 
interest therein and any Assignee thereof shall further certify to the 
Transferor, the Servicer and the Trustee that it has neither acquired 
nor will it sell, trade or transfer any interest in a Class A 

                                   34


<PAGE>
Certificate or cause an interest in a Class A Certificate to be marketed 
on or through (i) an established securities market within 
the meaning of Section 7704(b)(1) of the Code and any treasury 
regulation thereunder, including, without limitation, an over-the-
counter-market or an interdealer quotation system that regularly 
disseminates firm buy or sell quotations or (ii) a secondary market 
within the meaning of Section 7704(b)(2) of the Code and any treasury 
regulation thereunder, including a market wherein interests in the Class 
A Certificates are regularly quoted by any Person making a market in 
such interests and a market wherein any Person regularly makes available 
bid or offer quotes with respect to interests in the Class A 
Certificates and stands ready to effect buy or sell transactions at the 
quoted prices for itself or on behalf of others.  In addition, each 
initial purchaser of a Class A Certificate or any interest therein and 
any Assignee shall certify, prior to any delivery or Transfer to it of a 
Class A Certificate that it is not and will not become a partnership, 
Subchapter S corporation or grantor trust for U.S. federal income tax 
purposes.  If an initial purchaser of an interest in a Class A 
Certificate or an Assignee cannot make the certification described in 
the preceding sentence, the Transferor may, in its sole discretion, 
prohibit a Transfer to such entity; provided, however, that if the 
Transferor agrees to permit such a Transfer, the Transferor, the 
Servicer or the Trustee may require additional certifications in order 
to prevent the Trust from being treated as a publicly traded 
partnership. 

(d)  Each Class A Certificate will bear a legend or legends 
substantially in the following form: 

EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF 
NORDSTROM NATIONAL CREDIT BANK AND THE TRUSTEE THAT SUCH PURCHASER IS 
NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE 
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) 
THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN 
DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE 
CODE OF 1986, AS AMENDED, (III) A GOVERNMENTAL PLAN, AS DEFINED IN 
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH 
IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF 
ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING  
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE 
ENTITY OR (V) A PERSON INVESTING PLAN ASSETS OF ANY SUCH PLAN 

                                   35


<PAGE>
(EXCLUDING FOR PURPOSES OF THIS CLAUSE (V), ANY ENTITY REGISTERED UNDER 
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED). 

THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR 
MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH (I) AN 
ESTABLISHED SECURITIES MARKET WITHIN THE MEANING OF SECTION 7704(b)(1) 
OF THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION 
THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR 
AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR 
SELL QUOTATIONS OR (II) A SECONDARY MARKET WITHIN THE MEANING OF SECTION 
7704(b)(2) OF THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY 
REGULATION THEREUNDER, INCLUDING A MARKET WHEREIN INTERESTS IN THE CLASS 
A CERTIFICATES ARE REGULARLY QUOTED BY ANY PERSON MAKING A MARKET IN 
SUCH INTERESTS AND A MARKET WHEREIN ANY PERSON REGULARLY MAKES AVAILABLE 
BID OR OFFER QUOTES WITH RESPECT TO INTERESTS IN THE CLASS A 
CERTIFICATES AND STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT THE 
QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS. 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED 
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR 
ANY STATE SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS 
CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, 
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES 
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR, (2) TO A 
LIMITED NUMBER OF INSTITUTIONAL ACCREDITED INVESTORS (AS DEFINED IN RULE 
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) AND IN A 
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES 
ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED BY THE POOLING AND 
SERVICING AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN OPINION OF 
COUNSEL SATISFACTORY TO THE TRUSTEE) OR (3) PURSUANT TO RULE 
144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY 
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 
144A (QIB) PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE 
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE 
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON 
RULE 144A.  EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN 
THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS EITHER A QIB 
PURCHASING FOR ITS OWN ACCOUNT, A QIB PURCHASING FOR THE ACCOUNT OF 
ANOTHER QIB OR AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED 

                                   36


<PAGE>
IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT).  THIS 
CERTIFICATE WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT 
UPON PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRANSFER AGENT AND 
REGISTRAR THAT THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES 1996 
-A SUPPLEMENT HAVE BEEN COMPLIED WITH.  THIS CERTIFICATE MAY NOT BE 
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR 
WRITTEN CONSENT OF EACH OF THE TRANSFEROR AND THE SERVICER AND UNLESS 
AND UNTIL THE TRUSTEE SHALL HAVE RECEIVED THE CERTIFICATIONS REQUIRED BY 
THE SERIES 1996-A SUPPLEMENT.   

Each Class B Certificate will bear a legend or legends 
substantially in the following form: 

THIS CERTIFICATE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR 
OTHERWISE TRANSFERRED. 
 
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF 
NORDSTROM NATIONAL CREDIT BANK AND THE TRUSTEE THAT SUCH PURCHASER IS 
NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE 
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA)) 
THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN 
DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE 
CODE OF 1986, AS AMENDED, (III) A GOVERNMENTAL PLAN, AS DEFINED IN 
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH 
IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF 
ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING 
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE 
ENTITY OR (V) A PERSON INVESTING "PLAN ASSETS" OF ANY SUCH PLAN 
(EXCLUDING FOR PURPOSES OF THIS CLAUSE (V), ANY ENTITY REGISTERED UNDER 
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED). 

(e)  Upon surrender for registration of transfer of a 
Class A Certificate at the office of the Transfer Agent and Registrar, 
accompanied by a certification by the Class A Certificateholder 
substantially in the form attached as Exhibit D, executed by the 
registered owner, in person or by such Class A Certificate-holder's 
attorney thereunto duly authorized in writing, and receipt by the 
Trustee of the written consent of each of the Transferor and the 
Servicer to such transfer, such Class A Certificate shall be transferred 
upon the Certificate Register, and the Transferor shall execute, and the 
Trustee shall authenticate and deliver, in the name of the designated 
transferees one or more new registered Class A Certificates of any 

                                   37


<PAGE>
authorized denominations and of a like aggregate principal amount and 
tenor.  Such transfers of Class A Certificates shall be subject to the 
restrictions set forth in this Section 14, to such other restrictions as 
shall be set forth in the text of the Class A Certificates and to such 
reasonable regulations as may be prescribed by the Transferor.  
Successive registrations and registrations of transfers as aforesaid may 
be made from time to time as desired, and each such registration shall 
be noted on the Certificate Register. 

Section 15.  Ratification of Master Pooling and Servicing 
Agreement.  As supplemented by this Series Supplement, the Agreement is 
in all respects ratified and confirmed and the Agreement as so 
supplemented by this Series Supplement shall be read, taken, and 
construed as one and the same instrument; provided, however, that 
pursuant to Section 9.2(a) of the Agreement, the Trustee shall sell the 
portion of the Receivables allocable to Series 1996-A unless instructed 
not to sell, dispose of or otherwise liquidate the Receivables by 
holders of interests aggregating more than 50% of each class of each 
Series (including a majority in interest in each collateral indebtedness 
interest), each holder of an interest in the Transferor Interest other 
than the Transferor and any other Person specified in a Supplement. 
 
Section 16.  Counterparts.  This Series Supplement may be 
executed in any number of counterparts, each of which so executed shall 
be deemed to be an original, but all of such counterparts shall together 
constitute but one and the same instrument. 

Section 17.  Governing Law.  THIS SERIES SUPPLEMENT SHALL BE 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT 
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS 
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE 
WITH SUCH LAWS. 
 
Section 18.  Subordination of Certain Termination Payments.  
Notwithstanding anything contained in Section 12.2(c) of the Agreement, 
upon the sale of Receivables or interests therein as provided in Section 
12.2(c) of the Agreement, the proceeds of any such sale payable in 
respect of the Series 1996-A Certificates shall be payable first to the 
Class A Certificates until paid in full and then to the Class B 
Certificates until paid in full. 
 
                                   38


<PAGE> 
Section 19.  Acknowledgment by Nordstrom Credit, Inc.  
Nordstrom Credit, Inc. hereby adopts and acknowledges Sections 4.5(d), 
4.8, 7.4 and 9.2(a) of the Agreement, and by executing this Series 
Supplement shall be deemed to be a party to the Agreement for purposes 
of its obligations under said Sections 4.5(d), 4.8, 7.4 and 9.2(a). 

Section 20.  Opinions of Counsel.  Any Opinion of Counsel 
required to be delivered pursuant to the Agreement or this Series 
Supplement shall be acceptable to the Agent, in its sole discretion. 
 
Section 21.  Article VII of the Agreement.  Article VII of 
the Agreement shall read in its entirety as provided in the Agreement, 
except that Section 7.4 thereof shall read in its entirety as follows: 
ARTICLE VII 

OTHER MATTERS RELATING 
TO THE TRANSFEROR 
 
 
Section 7.4  Liabilities.  Notwithstanding Section 7.3, by 
entering into this Agreement, each of the Transferor and Nordstrom 
Credit, Inc. agree to be liable, directly to the injured party, for the 
entire amount of any losses, claims, damages, penalties or liabilities 
(other than those incurred by a Certificateholder in the capacity of an 
investor in the Investor Certificates as a result of the performance of 
the Receivables, market fluctuations, a shortfall in any Enhancement or 
other similar market or investment risks) arising out of or based on the 
arrangement created by this Agreement and the actions of the Servicer 
taken pursuant hereto as though this Agreement created  a partnership 
under the Uniform Partnership Act.  Each of the Transferor and Nordstrom 
Credit, Inc. agrees to pay, indemnify and hold harmless each Investor 
Certificateholder against and from any and all such losses, claims, 
damages and liabilities (other than those incurred by a 
Certificateholder in the capacity of an investor in the Investor 
Certificates as a result of the performance of the Receivables, market 
fluctuations, a shortfall in any Enhancement or other similar market or 
investment risks) except to the extent that they arise from any action 
by such Investor Certificateholder.  Subject to Sections 8.3 and 8.4, in 
the event of a Service Transfer, the Successor Servicer will indemnify 

                                   39


<PAGE>
and hold harmless each of the Transferor and Nordstrom Credit, 
Inc. for any losses, claims, damages and liabilities of the Transferor 
or Nordstrom Credit, Inc. as described in this Section 7.4 arising from 
the actions or omissions of such Successor Servicer. 

Section 22.  Article IX of the Agreement.  Article IX of the 
Agreement shall read in its entirety as provided in the Agreement, 
except that Section 9.2(a) thereof shall read in its entirety as 
follows: 

ARTICLE IX 
EARLY AMORTIZATION EVENTS 

Section 9.2  Additional Rights Upon the Occurrence of 
Certain Events. 
 
 
(a)  If the Transferor or Nordstrom Credit, Inc. voluntarily 
goes into liquidation or consents to the appointment of a trustee, 
conservator, receiver, liquidator, custodian or other similar official 
in any bankruptcy, insolvency, readjustment of debt, marshalling of 
assets and liabilities, receivership, conservatorship or similar 
proceedings of or relating to either the Transferor or Nordstrom Credit, 
Inc. or of or relating to all or substantially all of its property; or a 
decree or order of a court or agency or supervisory authority having 
jurisdiction in the premises for the appointment of a trustee, 
conservator, receiver, liquidator, custodian or other similar official 
in any bankruptcy, insolvency, readjustment of debt, marshalling of 
assets and liabilities, receivership, conservatorship or similar 
proceedings, or for the winding-up or liquidation of its affairs, shall 
have been entered against either the Transferor or Nordstrom Credit, 
Inc. and, only in the case of Nordstrom Credit, Inc., such decree or 
order shall have remained in force undischarged or unstayed for a period 
of sixty (60) days; either the Transferor or Nordstrom Credit, Inc. 
shall admit in writing its inability to pay its debts generally as they 
become due, file a petition to take advantage of any applicable 
bankruptcy, insolvency, receivership, conservatorship or reorganization 
statute , make an assignment for the benefit of its creditors or 
voluntarily suspend payment of its obligations; an involuntary petition 
shall be filed with respect to the Transferor or Nordstrom Credit, Inc. 
in a court of competent jurisdiction seeking to take advantage of any 

                                   40


<PAGE>
applicable bankruptcy, insolvency, receivership, conservatorship or 
reorganization statute and, only in the case of Nordstrom Credit, Inc., 
such proceeding or petition shall continue undismissed for sixty (60) 
days; or the Transferor shall become unable for any reason to transfer 
Receivables in accordance with the provisions of this Agreement (such 
voluntary liquidation, appointment, entering of such decree, admission, 
filing, making, suspension or inability, a Dissolution Event), the 
Transferor shall promptly give notice of such event to the Trustee, and 
the Transferor shall on the day of such appointment, voluntary 
liquidation, entering of such decree, admission, filing, making, 
suspension or inability, as the case may be (the Appointment Day), 
immediately cease to transfer Principal Receivables to the Trust 
hereunder.  Notwithstanding any cessation of the transfer to the Trust 
of additional Principal Receivables, Principal Receivables transferred 
to the Trust prior to the occurrence of such Dissolution Event and 
Collections in respect of such Principal Receivables and Finance Charge 
Receivables whenever created shall continue to be part of the Trust, and 
such Collections shall continue to be allocated and deposited in 
accordance with the provisions of Article IV.  Within 15 days of the 
receipt by the Trustee of the notice of a Dissolution Event, the Trustee 
shall (i) publish a notice in an Authorized Newspaper that a Dissolution 
Event has occurred and that the Trustee intends to sell, dispose of or 
otherwise liquidate the Receivables in a commercially reasonable manner 
and (ii) send written notice to the Investor Certificateholders and any 
Enhancement Provider entitled thereto describing the provisions of this 
Section 9.2 and requesting instructions from such Holders, which notice 
shall request each Investor Certificateholder to advise the Trustee in 
writing that it elects one of the following options:  (A) the Investor 
Certificateholder wishes the Trustee to instruct the Servicer not to 
sell, dispose of or otherwise liquidate the Receivables and to instruct 
the Servicer to reconstitute the Trust upon the same terms and 
conditions set forth herein, or (B) the Investor Certificateholder 
wishes the Trustee to instruct the Servicer to sell, dispose of or 
otherwise liquidate the Receivables, or (C) the Investor 
Certificateholder refuses to advise the Trustee as to the specific 
action the Trustee shall instruct the Servicer to take.  If after 90 
days from the day notice pursuant to clause (i) above is first published 
(the Publication Date), the Trustee shall not have received written 
instructions of Holders (other than the Transferor or any of its 

                                   41


<PAGE>
Affiliates) of Investor Certificates representing Undivided Interests 
aggregating in excess of 50% of the related Invested Amount of each 
Series (or in the case of a Series having more than one class of 
Investor Certificates, each class of such Series) to the effect that the 
Trustee shall instruct the Servicer not to sell, dispose of, or 
otherwise liquidate the Receivables and to instruct the Servicer to 
reconstitute the Trust upon the same terms and conditions as set forth 
herein, the Trustee shall instruct the Servicer to proceed to sell, 
dispose of, or otherwise liquidate the Receivables in a commercially 
reasonable manner and on commercially reasonable terms, which shall 
include the solicitation of competitive bids and the Servicer shall 
proceed to consummate the sale, liquidation or disposition of the 
Receivables as provided above with the highest bidder for the 
Receivables.  If, however, with respect to the portion of the 
Receivables allocable to any outstanding Series, the holders (other 
than the Transferor or any of its Affiliates) of more than 50% of the 
principal amount of each class of such Series instruct the Trustee not 
to sell the portion of the Receivables allocable to such Series, the 
Trust shall continue with respect to such Series pursuant to the terms 
of the Agreement and the Supplement.  If specified in the applicable 
Supplement, the holder (other than the Transferor or any of its 
Affiliates) of an Enhancement Invested Amount with respect to a Series 
shall be entitled to give instructions pursuant to this Section 9.2 as  
if such Enhancement Invested Amount were a class of such Series.  The 
portion of the Receivables allocable to any Series shall be equal to the 
sum of (1) the product of (A) the Transferor Percentage, (B) the 
Aggregate Principal Receivables and (C) a fraction the numerator of 
which is the related Percentage with respect to Finance Charge 
Receivables and the denominator of which is the sum of all Invested 
Percentages with respect to Finance Charge Receivables of all Series 
outstanding and (2) the Invested Amount of such Series.  The Transferor 
or any of its Affiliates shall be permitted to bid for the Receivables.  
In addition the Transferor or any of its Affiliates shall have the right 
to match any bid by a third person and be granted the right to purchase 
the Receivables at such matched bid price.  The Trustee may obtain a 
prior determination from the conservator or receiver that the terms and 
manner of any proposed sale, disposition or liquidation are commercially 
reasonable.  The provisions of Sections 9.1 and 9.2 shall not be deemed 
to be mutually exclusive. 
 
                                   4


<PAGE>
Section 23.  Consent to Issuance of Additional Series.  Prior to 
the issuance of any Series other than Series 1996-A, the Transferor 
shall obtain the consent of the Agent, which consent may not be 
unreasonably withheld. 

                                   43 


<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Series 
Supplement to be duly executed by their respective officers thereunto 
duly authorized as of the day and year first above written. 

NORDSTROM NATIONAL CREDIT BANK, 
  as Transferor and Servicer 
By:   /s/ Carol R. Simonson
      --------------------------
Name: Carol R. Simonson
Title:  Vice President of Finance

NORDSTROM CREDIT, INC. 
By:   /s/ John Walgamott
      --------------------------
Title:President

NORWEST BANK COLORADO, NATIONAL ASSOCIATION, 
  as Trustee and Paying Agent 
By:   /s/ A. Lenore Martinez
      --------------------------
 Name: A. Lenore Martinez
Title: Senior Vice President
 
 


<PAGE> 
TABLE OF CONTENTS 
<TABLE>
<CAPTION>
                                                       Page 
<S>                                                    <C>
PRELIMINARY STATEMENT                                   1 
Section 1.  Designation                                 1 

Section 2.  Definitions                                 2 

Section 3.  Minimum Transferor Interest Percentage     12 

Section 4.  Reassignment and Transfer Terms            13 

Section 5.  Delivery and Payment for the Certificates  13 
Section 6.  Form of Delivery of the Series 1996-A 
            Certificates                               13 

Section 7.  Servicing Compensation; Interchange        13 

Section 8.  Article IV of the Agreement                14 

ARTICLE IV 

RIGHTS OF SERIES 1996-A CERTIFICATEHOLDERS AND 
ALLOCATION AND APPLICATION OF COLLECTIONS	14 

Section 4.2  Collections and 
               Allocations                              14 

Section 4.3  Determination of Monthly  
               Interest                                 16 

Section 4.4  Determination of Monthly 
               Principal                                16 

Section 4.5  Application of Collections                 17 

Section 4.6  Defaulted Amounts; Investor 
               Charge Offs                              21 
Section 4.7  Reallocated Class B Principal 
               Collections                              23 

Section 4.8  Certain Payments by Nordstrom 
               Credit, Inc.                             23 

Section 4.9  Excess Principal Collections               24 

Section 4.10 Excess Finance Charge  
               Collections                              24 

Section 4.11 Additional Issuances of  
               Class B Certificates                     25 
Section 9.   Article V of the Agreement                 26 
</TABLE>
                                   i
<PAGE>
<TABLE>
<CAPTION>
ARTICLE V 
<S>                                                     <C>
DISTRIBUTIONS AND REPORTS TO 
CERTIFICATEHOLDERS                                      26 

Section 5.1 Distributions                               26 
Section 5.2 Statements to Series 1996-A  
               Certificateholders                       27 

Section 10. Early Amortization Events                   28 

Section 11. Termination or Suspension of Automatic 
            Additions of Accounts                       30 

Section 12. Representations and Warranties of  
            Nordstrom Credit, Inc.                      31 
 
Section 13. Series 1996-A Investor Exchange; 
            Certificate Defeasance                      32 

Section 14. Transfers of Series 1996-A  
            Certificates; Legends.                      33 

Section 15. Ratification of Master Pooling and  
            Servicing Agreement                         38 

Section 16. Counterparts                                38 

Section 17. Governing Law                               38 

Section 18. Subordination of Certain Termination
            Payments                                    38 

Section 19. Acknowledgment by Nordstrom Credit,  
            Inc.                                        39 

Section 20. Opinions of Counsel                         39 

Section 21. Article VII of the Agreement                39 

ARTICLE VI 

OTHER MATTERS RELATING 
TO THE TRANSFEROR                                       39 

Section 6.1 Liabilities                                 39 
</TABLE>
                                   ii
<PAGE>
<TABLE>
<CAPTION>

<S>                                                     <C>

Section 22. Article IX of the Agreement                 40 

ARTICLE IX 

EARLY AMORTIZATION EVENTS                               40 

Section 9.2     Additional Rights Upon 
                  the Occurrence of
                  Certain Events                        40 
 
Section 23.Consent to Issuance of Additional Series     43 
</TABLE> 
                                   iii
 <PAGE>
NORDSTROM NATIONAL CREDIT BANK
Transferor and Servicer 
 
and 
NORDSTROM CREDIT, INC. 
and 
NORWEST BANK COLORADO, NATIONAL ASSOCIATION Trustee 
on behalf of the Certificateholders 
------------------------------------
SERIES 1996-A SUPPLEMENT 
Dated as of August 14, 1996 
to 
MASTER POOLING AND SERVICING AGREEMENT
Dated as of August 14, 1996 
--------------------------- 
$200,000,000 
NORDSTROM CREDIT CARD MASTER TRUST 
SERIES 1996-A
<PAGE>
                                                  EXHIBIT A
     
                 [FORM OF CLASS A CERTIFICATE]
                                 
     REGISTERED                                    One Unit
                                                       100%
     No. A-1                                                
     
               THIS CLASS A CERTIFICATE (OR ITS PREDECESSOR)
     WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGIS-
     TRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
     "SECURITIES ACT").  THIS CLASS A CERTIFICATE HAS NOT BEEN
     AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR
     ANY STATE SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHAS-
     ING THIS CLASS A CERTIFICATE, AGREES THAT THIS CLASS A
     CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHER-
     WISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
     ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE TRANS-
     FEROR, (2) TO A LIMITED NUMBER OF INSTITUTIONAL "ACCRED-
     ITED INVESTORS" (AS DEFINED IN RULE 501(a)(1), (2), (3)
     OR (7) UNDER THE SECURITIES ACT) AND IN A TRANSACTION
     EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURI-
     TIES ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED BY
     THE AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN OPINION
     OF COUNSEL SATISFACTORY TO THE TRUSTEE) OR (3) PURSUANT
     TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT
     THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITU-
     TIONAL BUYER WITHIN THE MEANING OF RULE 144A ("QIB")
     PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR
     THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN
     EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
     TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.  EACH
     CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN
     THIS CLASS A CERTIFICATE IS DEEMED TO REPRESENT THAT IT
     IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT, A QIB
     PURCHASING FOR THE ACCOUNT OF ANOTHER QIB OR AN INSTITU-
     TIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
     501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT). 
     THIS CLASS A CERTIFICATE WILL NOT BE ACCEPTED FOR REGIS-
     TRATION OF TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE
     SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR THAT THE
     RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES SUPPLE-
     MENT HAVE BEEN COMPLIED WITH.  THIS CLASS A CERTIFICATE
     MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANS-
     FERRED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF THE
     TRANSFEROR AND THE SERVICER AND UNLESS AND UNTIL THE

<PAGE>
     TRUSTEE SHALL HAVE RECEIVED THE CERTIFICATIONS REQUIRED
     BY THE SERIES SUPPLEMENT.
     
               THIS CLASS A CERTIFICATE MAY NOT BE ACQUIRED,
     SOLD, TRADED OR TRANSFERRED, NOR MAY AN INTEREST IN THIS
     CLASS A CERTIFICATE BE MARKETED, ON OR THROUGH (I) AN
     "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF
     SECTION 7704(b)(1) OF THE CODE AND ANY PROPOSED, TEMPO-
     RARY OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING,
     WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN
     INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES
     FIRM BUY OR SELL QUOTATIONS OR (II) A "SECONDARY MARKET"
     WITHIN THE MEANING OF SECTION 7704(b)(2) OF THE CODE AND
     ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION
     THEREUNDER, INCLUDING A MARKET WHEREIN INTERESTS IN THE
     CLASS A CERTIFICATES ARE REGULARLY QUOTED BY ANY PERSON
     MAKING A MARKET IN SUCH INTERESTS AND A MARKET WHEREIN
     ANY PERSON REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES
     WITH RESPECT TO INTERESTS IN THE CLASS A CERTIFICATES AND
     STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT THE
     QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS.
     
               EACH PURCHASER REPRESENTS AND WARRANTS FOR THE
     BENEFIT OF NORDSTROM NATIONAL CREDIT BANK AND THE TRUSTEE
     THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN
     (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
     INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT
     IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A
     PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL
     REVENUE CODE OF 1986, AS AMENDED, (III) A GOVERNMENTAL
     PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO
     ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
     EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA
     OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDER-
     LYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
     INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
     ASSETS" OF ANY SUCH PLAN (EXCLUDING FOR PURPOSES OF THIS
     CLAUSE (V), ANY ENTITY REGISTERED UNDER THE INVESTMENT
     COMPANY ACT OF 1940, AS AMENDED).
                               
                               A-2
<PAGE>
             NORDSTROM CREDIT CARD MASTER TRUST
     
            CLASS A VARIABLE FUNDING CERTIFICATE,
                        SERIES 1996-A
     
          Evidencing an undivided interest in a trust, the
     corpus of which consists of receivables generated from
     time to time in the ordinary course of business from a
     portfolio of VISA and MasterCard credit card accounts
     of
     
              NORDSTROM NATIONAL CREDIT BANK
     
     (Not an interest in or obligation of Nordstrom National
            Credit Bank or any affiliate thereof)
                               
     This certifies that ENTERPRISE FUNDING CORPORATION (the
     "Class A Certificateholder") is the registered owner of a
     fractional undivided interest in certain assets of a
     trust (the "Trust") created pursuant to the Master Pool-
     ing and Servicing Agreement, dated as of August 14, 1996
     (as amended and supplemented from time to time, the
     "Agreement"), between Nordstrom National Credit Bank, a
     national banking association, as Transferor and Servicer,
     and Norwest Bank Colorado, National Association, a na-
     tional banking association, as trustee (the "Trustee"),
     as supplemented by the Series 1996-A Supplement, dated as
     of August 14, 1996 (as amended and supplemented from time
     to time, the "Series Supplement"), by and among the
     Transferor and Servicer, Nordstrom Credit, Inc. and the
     Trustee.  The corpus of the Trust consists of (i) receiv-
     ables (the "Receivables") generated from time to time in
     a portfolio of revolving credit card accounts identified
     under the Agreement (the "Accounts"), (ii) all monies
     which are from time to time deposited in the Collection
     Account, the Excess Funding Account and any other ac-
     counts maintained for the benefit of Investor Certifi-
     cateholders and (iii) all other assets and interests
     constituting the Trust Property.  The Holder of this
     Class A Certificate is entitled to the benefit of the
     obligation of Nordstrom Credit, Inc. to make payments to
     the Trust under certain circumstances as provided in the

                                A-3

<PAGE>
     Series Supplement.  Although a summary of certain provi-
     sions of the Agreement and the Series Supplement is set
     forth below and on the Summary of Terms and Conditions
     attached hereto and made a part hereof, this Class A
     Certificate does not purport to summarize the Agreement
     and the Series Supplement and reference is made to the
     Agreement and the Series Supplement for information with
     respect to the interests, rights, benefits, obligations,
     proceeds and duties evidenced hereby and the rights,
     duties and obligations of the Trustee.  A copy of the
     Agreement and the Series Supplement (without schedules)
     may be requested from the Trustee by writing to the
     Trustee at the Corporate Trust Office.  To the extent not
     defined herein, the capitalized terms used herein have
     the meanings ascribed to them in the Agreement or the
     Series Supplement, as applicable.
     
               This Class A Certificate is issued under and is
     subject to the terms, provisions and conditions of the
     Agreement and the Series Supplement, to which Agreement
     and Series Supplement, each as amended and supplemented
     from time to time, the Class A Certificateholder by
     virtue of the acceptance hereof assents and is bound.
     
               It is the intent of the Transferor and the
     Investor Certificateholders that, for Federal, state and
     local income and franchise tax purposes only, the Inves-
     tor Certificates will qualify as indebtedness of the
     Transferor secured by the Receivables (unless otherwise
     specified in the related Supplement).  The Class A Cer-
     tificateholder, by the acceptance of this Class A Certif-
     icate, is deemed to agree to treat this Class A Certifi-
     cate for Federal, state and local income and franchise
     tax purposes as indebtedness of the Transferor (except to
     the extent that different treatment is explicitly re-
     quired under state or local tax statutes).
     
               Interest will accrue on the Class A Certifi-
     cates from the Closing Date through the last day of the
     Due Period preceding the September 1996 Distribution
     Date, and with respect to each Due Period thereafter,
     based on the actual number of days in the related Due
     Period and a year of 360 days, at a variable rate (the
     "Class A Certificate Rate") as determined in accordance
     with the Series Supplement.  Interest on the Class A Cer-
     tificates will be distributed on the twentieth day of
     each month, or, if such day is not a Business Day, on the


                                A-4

<PAGE>
     next succeeding Business Day (each, an "Distribution
     Date"), commencing September 20, 1996.
     
               In general, payments of principal with respect
     to the Class A Certificates are limited to the Class A
     Invested Amount, which may be less than the unpaid prin-
     cipal balance of the Class A Certificates.  All principal
     of and interest on the Class A Certificates is due and
     payable no later than the August 2006 Distribution Date
     (the "Stated Series Termination Date"), but the Class A
     Certificates may be paid earlier or later under certain
     circumstances described in the Agreement and the Series
     Supplement.
     
               Unless the certificate of authentication hereon
     has been executed by or on behalf of the Trustee, by
     manual signature, this Class A Certificate shall not be
     entitled to any benefit under the Agreement or the Series
     Supplement or be valid for any purpose.
      

                                A-5

<PAGE>
          IN WITNESS WHEREOF, the Transferor has caused
     this Class A Certificate to be duly executed.
     
                              NORDSTROM NATIONAL CREDIT
                                   BANK
     
     
     
                              By:                        
                                  Name:
                                  Title:
     
     
          Dated:  August 14, 1996 

                                A-6

<PAGE>
     
         TRUSTEE'S CERTIFICATE OF AUTHENTICATION
     
     This is one of the Class A Certificates described in the
     within-mentioned Agreement and Series Supplement.
     
     
     NORWEST BANK COLORADO, NATIONAL ASSOCIATION,
     as Trustee,
     
     
     By: ______________________
          Authorized Officer
     
     
     or
     
     
     By:
          as Authenticating Agent
          for the Trustee,
     
     
     By: ________________________
                         Authorized Officer
            NORDSTROM CREDIT CARD MASTER TRUST
     

                                A-7

<PAGE>
          CLASS A VARIABLE FUNDING CERTIFICATES,
                      SERIES 1996-A
     
             Summary of Terms and Conditions
     
     
               The Receivables consist generally of Principal
     Receivables and Finance Charge Receivables.  This Class A
     Certificate is one of a Series of Certificates entitled
     Nordstrom Credit Card Master Trust, Series 1996-A Certif-
     icates (the "Series 1996-A Certificates"), and one of a
     class thereof entitled Class A Variable Funding Certifi-
     cates, Series 1996-A (the "Class B Certificates"), each
     of which represents a fractional undivided interest in
     certain assets of the Trust.  The Trust Property is
     allocated in part to the Investor Certificateholders of
     all outstanding Series (the "Certificateholders' Inter-
     est") and the interests, if any, of any Enhancement
     Providers, with the remainder allocated to the Transfer-
     or.  The aggregate interest represented by the Class A
     Certificates at any time in the Principal Receivables in
     the Trust shall not exceed an amount equal to the Class A
     Invested Amount at such time.  The Class A Initial In-
     vested Amount is $186,600,000.  The Class A Invested
     Amount on any date will be an amount equal to (a) the
     Class A Initial Invested Amount, plus (b) the aggregate
     principal amount of any Additional Class A Invested
     Amounts purchased by Class A Certificateholders, minus
     (c) the aggregate amount of principal payments made to
     the Class A Certificateholders prior to such date, minus
     (d) the aggregate amount of Class A Investor Charge Offs
     for all prior Distribution Dates, plus (e) the aggregate
     amount of Class A Investor Charge Offs reimbursed pursu-
     ant to Section 4.5(a)(vi) of the Agreement prior to such
     date; provided, however, that the Class A Invested Amount
     may not be reduced below zero.  In addition, a class of
     the Series 1996-A Certificates entitled Class B 6.50%
     Asset Backed Certificates, Series 1996-A (the "Class B
     Certificates") will be issued pursuant to the Agreement
     and the Series Supplement.  Also, an Exchangeable Trans-
     feror Certificate has been issued to Nordstrom National
     Credit Bank pursuant to the Agreement which represents
     the Transferor Interest.
     

                                A-8

<PAGE>
               Subject to the terms and conditions of the
     Agreement, the Transferor may from time to time direct
     the Trustee, on behalf of the Trust, to issue one or more
     new Series of Investor Certificates, which will represent
     fractional undivided interests in certain Trust Property.
     
               Pursuant to Section 2.2 of the Transfer and
     Administration Agreement, dated as of August 14, 1996 (as
     amended and supplemented from time to time, the "Transfer
     and Administration Agreement"), by and among the Trans-
     feror, Enterprise Funding Corporation and NationsBank,
     N.A., the holders of this Class A Certificate may from
     time to time be required, prior to the commencement of
     the Early Amortization Period for the Certificates, to
     purchase Additional Class A Invested Amounts on the terms
     and conditions specified in the Transfer and Administra-
     tion Agreement.
     
               On each Distribution Date, the Paying Agent
     shall distribute to each Class A Certificateholder of
     record on the last day of the preceding calendar month
     (each a "Record Date") such Class A Certificateholder's
     pro rata share of such amounts as are payable to the
     Class A Certificateholders pursuant to the Agreement and
     the Series Supplement.  Distributions with respect to
     this Class A Certificate will be made by the Paying Agent
     by check mailed to the address of the Class A Certifi-
     cateholder of record appearing in the Certificate Regis-
     ter or by wire transfer of immediately available funds to
     such Certificateholder's account so long as the Paying
     Agent was notified of such account at least five Business
     Days prior to the related Distribution Date, in each case
     without the presentation or surrender of this Class A
     Certificate or the making of any notation thereon (except
     for the final distribution in respect of this Class A
     Certificate).  Final payment of this Class A Certificate
     will be made only upon presentation and surrender of this
     Class A Certificate at the office or agency specified in
     the notice of final distribution delivered (or published)
     by the Trustee in accordance with the Agreement and the
     Series Supplement.
     
               On any Distribution Date occurring on or after
     the day on which the Invested Amount is reduced to 5% or
     less of the Initial Invested Amount of the Series 1996-A
     Certificates of $196,500,000, the Series 1996-A Certifi-
     cates are subject to retransfer to the Transferor.  The


                                A-9

<PAGE>
     retransfer price will be equal to the Invested Amount of
     the Series 1996-A Certificates plus accrued but unpaid
     interest thereon.
     
               Subject to certain conditions in the Agreement,
     if the Invested Amount of the Series 1996-A Certificates
     is greater than zero on the Stated Series Termination
     Date, the Trustee shall sell or cause to be sold an
     amount of Receivables (or interests therein) up to 110%
     of the Invested Amount at the close of business on such
     date, but not more than the total amount of Receivables
     allocable to the Series 1996-A Certificates pursuant to
     the Agreement, and apply the proceeds of such sale as
     provided in the Agreement and the Series Supplement.
     
               This Class A Certificate does not represent an
     obligation of, or an interest in, the Transferor, the
     Servicer or any affiliate of any of them and is not
     insured or guaranteed by the Federal Deposit Insurance
     Corporation or any other governmental agency or instru-
     mentality.
     
               This Class A Certificate is limited in right of
     payment to certain Collections with respect to the Re-
     ceivables (and certain other amounts) and is senior to
     the Class B Certificates, all as more specifically set
     forth hereinabove and in the Agreement and the Series
     Supplement.
     
               The Agreement and any Supplement may be amended
     from time to time by the Servicer, the Transferor and the
     Trustee, without the consent of any of the Investor
     Certificateholders, to cure any ambiguity, to correct or
     supplement any provisions therein which may be inconsis-
     tent with any other provisions therein or to add any
     other provisions with respect to matters or questions
     raised under the Agreement which shall not be inconsis-
     tent with the provisions of the Agreement; provided,
     however, that such action shall not adversely affect in
     any material respect the interests of any of the Investor
     Certificateholders.  Additionally, the Agreement and any
     Supplement may be amended from time to time by the
     Servicer, the Transferor and the Trustee, without the
     consent of any of the Investor Certificateholders, to add
     to or change any of the provisions of the Agreement to
     enable Bearer Certificates to be issued in conformity
     with the Bearer Rules, to provide that Bearer Certifi-


                                A-10

<PAGE>
     cates may be registrable as to principal, to change or
     eliminate any restrictions on the payment of principal
     (or premium, if any) or any interest on Bearer Certifi-
     cates to comply with the Bearer Rules, to permit Bearer
     Certificates to be issued in exchange for Registered
     Certificates (if then permitted by the Bearer Rules), to
     permit Bearer Certificates to be issued in exchange for
     Bearer Certificates of other authorized denominations or
     to permit the issuance of Investor Certificates in
     uncertificated form, provided any such action shall not
     adversely affect the interest of the Holders of Bearer
     Certificates of any Series or any related Coupons in any
     material respect unless such amendment is necessary to
     comply with the Bearer Rules.
     
               The Agreement and any Supplement may also be
     amended from time to time by the Servicer, the Transferor
     and the Trustee, without the consent of any of the Inves-
     tor Certificateholders, for the purpose of adding any
     provisions to or changing in any manner or eliminating
     any of the provisions of the Agreement, or of modifying
     in any manner the rights of the Holders of Investor
     Certificates; provided that (i) the Servicer shall have
     provided an Opinion of Counsel to the Trustee to the
     effect that such amendment will not materially and ad-
     versely affect the interests of the Investor Certificate-
     holders of any outstanding Series, which Opinion of
     Counsel may rely solely on the rating confirmation re-
     ferred to in clause (iii) below (or 100% of the class of
     Certificateholders so affected have consented), (ii) such
     amendment shall not, as evidenced by an Opinion of Coun-
     sel, cause any outstanding Series to fail to qualify as
     debt for Federal income tax purposes, cause the Trust to
     be characterized for Federal income tax purposes as an
     association or a publicly traded partnership taxable as a
     corporation or otherwise have any material adverse impact
     on the Federal income taxation characterization of any
     outstanding Series of Investor Certificates or the Feder-
     al income taxation of any Investor Certificateholder or
     any Certificate Owner and (iii) each Rating Agency as-
     signing a rating for any class of Investor Certificates
     of any then outstanding Series shall confirm that such
     amendment shall not cause a reduction or withdrawal of
     the rating of any outstanding Series of Investor Certif-
     icates; provided, further that such amendment shall not
     reduce in any manner the amount of, or delay the timing
     of, distributions which are required to be made on any


                                A-11

<PAGE>
     Investor Certificate of such Series without the consent
     of the related Investor Certificateholder, change the
     definition of or the manner of calculating the interest
     of any Investor Certificateholder of such Series without
     the consent of the related Investor Certificateholder or
     reduce the aforesaid percentage required to consent to
     any such amendment, in each case without the consent of
     all such Investor Certificateholders.
     
               The Agreement and any Supplement may also be
     amended from time to time by the Servicer, the Transferor
     and the Trustee with the consent of the Holders of Inves-
     tor Certificates evidencing Undivided Interests aggregat-
     ing not less than 66-2/3% of the Invested Amount of all
     Series adversely affected, for the purpose of adding any
     provisions to or changing in any manner or eliminating
     any of the provisions of the Agreement or of modifying in
     any manner the rights of the Investor Certificateholders
     of any Series then issued and outstanding; provided,
     however, that no such amendment shall (i) reduce in any
     manner the amount of, or delay the timing of, distribu-
     tions which are required to be made on any Investor
     Certificate of such Series without the consent of the
     related Investor Certificateholder; (ii) change the
     definition of or the manner of calculating the Invested
     Amount, the Invested Percentage, the applicable available
     amount under any Enhancement or the Investor Default
     Amount of such Series without the consent of each related
     Investor Certificateholder; or (iii) reduce the aforesaid
     percentage required to consent to any such amendment, in
     each case without the consent of each related Investor
     Certificateholder.  Any amendment pursuant to this para-
     graph shall require that each Rating Agency rating the
     affected Series confirm that such amendment will not
     cause a reduction or withdrawal of the rating of the
     applicable Series.
     
               Upon surrender for registration of transfer of
     any Class A Certificate at the office of the Transfer
     Agent and Registrar, accompanied by a certification by
     the Certificateholder substantially in the form attached
     as Exhibit D to the Supplement and by a written instru-
     ment of transfer in the form approved by the Transferor
     and the Trustee, executed by the registered owner, in
     person or by such Certificateholder's attorney thereunto
     duly authorized in writing, and upon receipt of the
     written instructions required by Section 6.3(d) of the


                                A-12

<PAGE>
     Agreement such Class A Certificate shall be transferred
     upon the register, and the Transferor shall execute, and
     the Trustee shall authenticate and deliver, in the name
     of the designated transferees one or more new registered
     Class A Certificates of any authorized denominations and
     of a like aggregate principal amount and tenor.
     
               As provided in the Agreement and subject to
     certain limitations therein and herein set forth, Class A
     Certificates are exchangeable for new Class A Certifi-
     cates evidencing like aggregate fractional undivided
     interests, as requested by the Certificateholder surren-
     dering such Class A Certificates.
     
               No service charge may be imposed for any ex-
     change or registration of transfer but the Transfer Agent
     and Registrar may require payment of a sum sufficient to
     cover any tax or other governmental charge that may be
     imposed in connection therewith.
     
               Any of the preceding provisions concerning
     registration of transfer or exchange of the Class A Cer-
     tificates notwithstanding, the Trustee or the Transfer
     Agent and Registrar, as the case may be, shall not be
     required to register the transfer of or exchange any
     Class A Certificates for a period of 15 days preceding
     the due date for any payment with respect to the Class A
     Certificates.
     
               The Transferor, the Servicer, the Trustee, the
     Paying Agent and the Transfer Agent and Registrar and any
     agent of any of them, may treat the person in whose name
     this Class A Certificate is registered as the owner
     hereof for all purposes, and neither the Transferor, the
     Servicer nor the Trustee, the Paying Agent, the Transfer
     Agent and Registrar, nor any agent of any of them, shall
     be affected by notice to the contrary except in certain
     circumstances described in the Agreement.
     
               THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN
     ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITH-
     OUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
     OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
          SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                A-13

<PAGE>
                                             EXHIBIT B
     
                [FORM OF CLASS B CERTIFICATE]
                               
     REGISTERED                                $9,900,000
     
     No. B-1                                             
     
               THIS CLASS B CERTIFICATE (OR ITS PREDECESSOR)
     WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGIS-
     TRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 
     THIS CLASS B CERTIFICATE MAY NOT BE REOFFERED, RESOLD,
     PLEDGED OR OTHERWISE TRANSFERRED.
     
               EACH PURCHASER REPRESENTS AND WARRANTS FOR THE
     BENEFIT OF NORDSTROM NATIONAL CREDIT BANK AND THE TRUSTEE
     THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN
     (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
     INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT
     IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A
     PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL
     REVENUE CODE OF 1986, AS AMENDED, (III) A GOVERNMENTAL
     PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO
     ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
     EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA
     OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDER-
     LYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
     INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
     ASSETS" OF ANY SUCH PLAN (EXCLUDING FOR PURPOSES OF THIS
     CLAUSE (V), ANY ENTITY REGISTERED UNDER THE INVESTMENT
     COMPANY ACT OF 1940, AS AMENDED).
     
            NORDSTROM CREDIT CARD MASTER TRUST
     
         CLASS B 6.50% ASSET BACKED CERTIFICATE,
                      SERIES 1996-A
     
     Evidencing an undivided interest in a trust, the corpus
     of which consists primarily of receivables generated from
     time to time in a portfolio of VISA and MasterCard
     credit card accounts of


                                B-1

<PAGE>
     
              NORDSTROM NATIONAL CREDIT BANK
     
     (Not an interest in or obligation of Nordstrom National
            Credit Bank or any affiliate thereof)
                               
     This certifies that NORDSTROM CREDIT, INC. (the "Class B
     Certificateholder") is the registered owner of a frac-
     tional undivided interest in certain assets of a trust
     (the "Trust") created pursuant to the Master Pooling and
     Servicing Agreement, dated as of August 14, 1996 (as
     amended and supplemented from time to time, the "Agree-
     ment"), between Nordstrom National Credit Bank, a nation-
     al banking association, as Transferor and Servicer, and
     Norwest Bank Colorado, National Association, a national
     banking association, as trustee (the "Trustee"), as
     supplemented by the Series 1996-A Supplement, dated as of
     August 14, 1996 (as amended and supplemented from time to
     time, the "Series Supplement"), by and among the Trans-
     feror and Servicer, Nordstrom Credit, Inc. and the Trust-
     ee.  The corpus of the Trust consists of (i) receivables
     (the "Receivables") generated from time to time in a
     portfolio of revolving credit card accounts identified
     under the Agreement (the "Accounts"), (ii) all monies
     which are from time to time deposited in the Collection
     Account, the Excess Funding Account and any other ac-
     counts maintained for the benefit of Investor Certifi-
     cateholders and (iii) all other assets and interests con-
     stituting the Trust Property.  Although a summary of cer-
     tain provisions of the Agreement and the Series Supple-
     ment is set forth below and on the Summary of Terms and
     Conditions attached hereto and made a part hereof, this
     Class B Certificate does not purport to summarize the
     Agreement and the Series Supplement and reference is made
     to the Agreement and the Series Supplement for informa-
     tion with respect to the interests, rights, benefits,
     obligations, proceeds and duties evidenced hereby and the
     rights, duties and obligations of the Trustee.  A copy of
     the Agreement and the Series Supplement (without sched-
     ules) may be requested from the Trustee by writing to the
     Trustee at the Corporate Trust Office.  To the extent not
     defined herein, the capitalized terms used herein have
     the meanings ascribed to them in the Agreement or the
     Series Supplement, as applicable.
     
               This Class B Certificate is issued under and is
     subject to the terms, provisions and conditions of the
     Agreement and the Series Supplement, to which Agreement


                                B-2

<PAGE>

     and Series Supplement, each as amended and supplemented
     from time to time, the Class B Certificateholder by
     virtue of the acceptance hereof assents and is bound.
     
               It is the intent of the Transferor and the
     Investor Certificateholders that, for Federal, state and
     local income and franchise tax purposes only, the Inves-
     tor Certificates will qualify as indebtedness of the
     Transferor secured by the Receivables (unless otherwise
     specified in the related Supplement).  The Class B Cer-
     tificateholder, by the acceptance of this Class B Certif-
     icate, is deemed to agree to treat this Class B Certifi-
     cate for Federal, state and local income and franchise
     tax purposes as indebtedness of the Transferor (except to
     the extent that different treatment is explicitly re-
     quired under state or local tax statutes).
     
               Interest will accrue on the Class B Certifi-
     cates from the Closing Date through the last day of the
     Due Period preceding the September 1996 Distribution Date
     based on a 360-day year consisting of twelve 30-day
     months, and with respect to each Due Period thereafter,
     based on an assumed month of 30 days for the related Due
     Period and a year of 360 days, at a rate equal to 6.50%
     per annum (the "Class B Certificate Rate").  Interest on
     the Class B Certificates will be distributed on the
     twentieth day of each month, or, if such day is not a
     Business Day, on the next succeeding Business Day (each,
     an "Distribution Date"), commencing September 20, 1996.
     
               In general, payments of principal with respect
     to the Class B Certificates are limited to the Class B
     Invested Amount, which may be less than the unpaid prin-
     cipal balance of the Class B Certificates.  All principal
     of and interest on the Class B Certificates is due and
     payable no later than the August 2006 Distribution Date
     (the "Stated Series Termination Date"), but the Class B
     Certificates may be paid earlier or later under certain
     circumstances described in the Agreement and the Series
     Supplement.  Principal payments with respect to the Class
     B Certificates will not commence until the Class A Cer-
     tificates have been paid in full.
     
               Unless the certificate of authentication hereon
     has been executed by or on behalf of the Trustee, by
     manual signature, this Class B Certificate shall not be


                                B-3

<PAGE>
     entitled to any benefit under the Agreement or the Series
     Supplement or be valid for any purpose.


                                B-4

<PAGE>
          IN WITNESS WHEREOF, the Transferor has caused
     this Class B Certificate to be duly executed.
     
                              NORDSTROM NATIONAL CREDIT
                                   BANK
     
     
     
                              By:                        
                                  Name:
                                  Title:
     
     
          Dated:  August 14, 1996 


                                B-5

<PAGE>
     
         TRUSTEE'S CERTIFICATE OF AUTHENTICATION
     
     This is one of the Class B Certificates described in the
     within-mentioned Agreement and Series Supplement.
     
     
     NORWEST BANK COLORADO, NATIONAL ASSOCIATION,
     as Trustee,
     
     
     By: ______________________
          Authorized Officer
     
     
     or
     
     
     By:
          as Authenticating Agent
          for the Trustee,
     
     
     By: ________________________
                         Authorized Officer


                                B-6

<PAGE>
            NORDSTROM CREDIT CARD MASTER TRUST
     
         CLASS B 6.50% ASSET BACKED CERTIFICATES,
                      SERIES 1996-A
     
             Summary of Terms and Conditions
     
     
               The Receivables consist generally of Principal
     Receivables and Finance Charge Receivables.  This Class B
     Certificate is one of a Series of Certificates entitled
     Nordstrom Credit Card Master Trust, Series 1996-A Certif-
     icates (the "Series 1996-A Certificates"), and one of a
     class thereof entitled Class B 6.50% Asset Backed Cer-
     tificates, Series 1996-A (the "Class B Certificates"),
     each of which represents a fractional undivided interest
     in certain assets of the Trust.  The Trust Property is
     allocated in part to the Investor Certificateholders of
     all outstanding Series (the "Certificateholders' Inter-
     est") and the interests, if any, of any Enhancement
     Providers, with the remainder allocated to the Transfer-
     or.  The aggregate interest represented by the Class B
     Certificates at any time in the Principal Receivables in
     the Trust shall not exceed an amount equal to the Class B
     Invested Amount at such time.  The Class B Initial In-
     vested Amount is $9,900,000.  The Class B Invested Amount
     on any date will be an amount equal to (a) the Class B
     Initial Invested Amount (plus the aggregate initial
     principal amount of any Additional Class B Certificates
     issued pursuant to Section 4.11(a) of the Agreement,
     minus (b) the aggregate amount of principal payments made
     to the Class B Certificateholders prior to such date,
     minus (c) the aggregate amount of Class B Investor Charge
     Offs for all prior Distribution Dates, minus (d) the
     amount of Reallocated Class B Principal Collections
     allocated to certain shortfalls in respect of the Class A
     Certificates on all prior Distribution Dates pursuant to
     the Agreement, minus (e) an amount equal to the amount by
     which the Class B Invested Amount has been reduced on all
     prior Distribution Dates in respect of the Class A Inves-
     tor Default Amount pursuant to Section 4.6(a) of the
     Agreement, plus (f) the aggregate amount by which reduc-
     tions in the Class B Invested Amount pursuant to the
     foregoing clauses (c), (d) and (e) have been reimbursed
     pursuant to Section 4.5(a)(xi) of the Agreement prior to
     such date; provided, however, that the Class B Invested
     Amount may not be reduced below zero.  In addition, a


                                B-7

<PAGE>
     class of the Series 1996-A Certificates entitled Class A
     Variable Funding Certificates, Series 1996-A (the "Class
     A Certificates") will be issued pursuant to the Agreement
     and the Series Supplement.  Also, an Exchangeable Trans-
     feror Certificate has been issued to Nordstrom National
     Credit Bank pursuant to the Agreement which represents
     the Transferor Interest.
     
               Subject to the terms and conditions of the
     Agreement, the Transferor may from time to time direct
     the Trustee, on behalf of the Trust, to issue one or more
     new Series of Investor Certificates, which will represent
     fractional undivided interests in certain Trust Property.
     
               On each Distribution Date, the Paying Agent
     shall distribute to each Class B Certificateholder of
     record on the last day of the preceding calendar month
     (each a "Record Date") such Class B Certificateholder's
     pro rata share of such amounts as are payable to the
     Class B Certificateholders pursuant to the Agreement and
     the Series Supplement.  Distributions with respect to
     this Class B Certificate will be made by the Paying Agent
     by check mailed to the address of the Class B Certifi-
     cateholder of record appearing in the Certificate Regis-
     ter or by wire transfer of immediately available funds to
     such Certificateholder's account so long as the Paying
     Agent was notified of such account at least five Business
     Days prior to the related Distribution Date, in each case
     without the presentation or surrender of this Class B
     Certificate or the making of any notation thereon (except
     for the final distribution in respect of this Class B
     Certificate).  Final payment of this Class B Certificate
     will be made only upon presentation and surrender of this
     Class B Certificate at the office or agency specified in
     the notice of final distribution delivered (or published)
     by the Trustee in accordance with the Agreement and the
     Series Supplement.
     
               On any Distribution Date occurring on or after
     the day on which the Invested Amount is reduced to 5% or
     less of the Initial Invested Amount of the Series 1996-A
     Certificates of $196,500,000, the Series 1996-A Certifi-
     cates are subject to retransfer to the Transferor.  The
     retransfer price will be equal to the Invested Amount of
     the Series 1996-A Certificates plus accrued but unpaid
     interest thereon.
     

                                B-8

<PAGE>
               Subject to certain conditions in the Agreement,
     if the Invested Amount of the Series 1996-A Certificates
     is greater than zero on the Stated Series Termination
     Date, the Trustee shall sell or cause to be sold an
     amount of Receivables (or interests therein) up to 110%
     of the Invested Amount at the close of business on such
     date, but not more than the total amount of Receivables
     allocable to the Series 1996-A Certificates pursuant to
     the Agreement, and apply the proceeds of such sale as
     provided in the Agreement and the Series Supplement.
     
               This Class B Certificate does not represent an
     obligation of, or an interest in, the Transferor, the
     Servicer or any affiliate of any of them and is not
     insured or guaranteed by the Federal Deposit Insurance
     Corporation or any other governmental agency or instru-
     mentality.
     
               This Class B Certificate is limited in right of
     payment to certain Collections with respect to the Re-
     ceivables (and certain other amounts) and is subordinated
     to the Class A Certificates, all as more specifically set
     forth hereinabove and in the Agreement and the Series
     Supplement.
     
               The Agreement and any Supplement may be amended
     from time to time by the Servicer, the Transferor and the
     Trustee, without the consent of any of the Investor
     Certificateholders, to cure any ambiguity, to correct or
     supplement any provisions therein which may be inconsis-
     tent with any other provisions therein or to add any
     other provisions with respect to matters or questions
     raised under the Agreement which shall not be inconsis-
     tent with the provisions of the Agreement; provided,
     however, that such action shall not adversely affect in
     any material respect the interests of any of the Investor
     Certificateholders.  Additionally, the Agreement and any
     Supplement may be amended from time to time by the
     Servicer, the Transferor and the Trustee, without the
     consent of any of the Investor Certificateholders, to add
     to or change any of the provisions of the Agreement to
     enable Bearer Certificates to be issued in conformity
     with the Bearer Rules, to provide that Bearer Certifi-
     cates may be registrable as to principal, to change or
     eliminate any restrictions on the payment of principal
     (or premium, if any) or any interest on Bearer Certifi-
     cates to comply with the Bearer Rules, to permit Bearer


                                B-9

<PAGE>
     Certificates to be issued in exchange for Registered
     Certificates (if then permitted by the Bearer Rules), to
     permit Bearer Certificates to be issued in exchange for
     Bearer Certificates of other authorized denominations or
     to permit the issuance of Investor Certificates in
     uncertificated form, provided any such action shall not
     adversely affect the interest of the Holders of Bearer
     Certificates of any Series or any related Coupons in any
     material respect unless such amendment is necessary to
     comply with the Bearer Rules.
     
               The Agreement and any Supplement may also be
     amended from time to time by the Servicer, the Transferor
     and the Trustee, without the consent of any of the Inves-
     tor Certificateholders, for the purpose of adding any
     provisions to or changing in any manner or eliminating
     any of the provisions of the Agreement, or of modifying
     in any manner the rights of the Holders of Investor
     Certificates; provided that (i) the Servicer shall have
     provided an Opinion of Counsel to the Trustee to the
     effect that such amendment will not materially and ad-
     versely affect the interests of the Investor Certificate-
     holders of any outstanding Series, which Opinion of
     Counsel may rely solely on the rating confirmation re-
     ferred to in clause (iii) below (or 100% of the class of
     Certificateholders so affected have consented), (ii) such
     amendment shall not, as evidenced by an Opinion of Coun-
     sel, cause any outstanding Series to fail to qualify as
     debt for Federal income tax purposes, cause the Trust to
     be characterized for Federal income tax purposes as an
     association or a publicly traded partnership taxable as a
     corporation or otherwise have any material adverse impact
     on the Federal income taxation characterization of any
     outstanding Series of Investor Certificates or the Feder-
     al income taxation of any Investor Certificateholder or
     any Certificate Owner and (iii) each Rating Agency as-
     signing a rating for any class of Investor Certificates
     of any then outstanding Series shall confirm that such
     amendment shall not cause a reduction or withdrawal of
     the rating of any outstanding Series of Investor Certif-
     icates; provided, further that such amendment shall not
     reduce in any manner the amount of, or delay the timing
     of, distributions which are required to be made on any
     Investor Certificate of such Series without the consent
     of the related Investor Certificateholder, change the
     definition of or the manner of calculating the interest
     of any Investor Certificateholder of such Series without


                                B-10

<PAGE>
     the consent of the related Investor Certificateholder or
     reduce the aforesaid percentage required to consent to
     any such amendment, in each case without the consent of
     all such Investor Certificateholders.
     
               The Agreement and any Supplement may also be
     amended from time to time by the Servicer, the Transferor
     and the Trustee with the consent of the Holders of Inves-
     tor Certificates evidencing Undivided Interests aggregat-
     ing not less than 66-2/3% of the Invested Amount of all
     Series adversely affected, for the purpose of adding any
     provisions to or changing in any manner or eliminating
     any of the provisions of the Agreement or of modifying in
     any manner the rights of the Investor Certificateholders
     of any Series then issued and outstanding; provided,
     however, that no such amendment shall (i) reduce in any
     manner the amount of, or delay the timing of, distribu-
     tions which are required to be made on any Investor
     Certificate of such Series without the consent of the
     related Investor Certificateholder; (ii) change the
     definition of or the manner of calculating the Invested
     Amount, the Invested Percentage, the applicable available
     amount under any Enhancement or the Investor Default
     Amount of such Series without the consent of each related
     Investor Certificateholder; or (iii) reduce the aforesaid
     percentage required to consent to any such amendment, in
     each case without the consent of each related Investor
     Certificateholder.  Any amendment pursuant to this para-
     graph shall require that each Rating Agency rating the
     affected Series confirm that such amendment will not
     cause a reduction or withdrawal of the rating of the
     applicable Series.
     
               The Class B Certificates are issuable only in
     minimum denominations of $1,000 and integral multiples of
     $1,000.  The transfer of this Class B Certificate is
     prohibited.
     
               The Transferor, the Servicer, the Trustee, the
     Paying Agent and the Transfer Agent and Registrar and any
     agent of any of them, may treat the person in whose name
     this Class B Certificate is registered as the owner
     hereof for all purposes, and neither the Transferor, the
     Servicer nor the Trustee, the Paying Agent, the Transfer
     Agent and Registrar, nor any agent of any of them, shall
     be affected by notice to the contrary except in certain
     circumstances described in the Agreement.
     

                                B-11

<PAGE>
               THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN
     ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITH-
     OUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
     OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
          SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
                                                EXHIBIT C
     
     
                                B-12

<PAGE>
     [FORM OF MONTHLY CERTIFICATEHOLDER'S STATEMENT]


                                C-1




<PAGE>
Nordstrom National Credit Bank
Servicer's Certificate
For the monthly Due Period ending:                     August 31. 1996

The undersigned a duly authorized representative of Nordstrom National 
Credit Bank("NNCB") as Servicer pursuant to the Transfer and 
Administration Agreement dated as of August 14, 1996, between NNCB and 
Enterprise Funding corporations ("EFC"),as such agreement may be amended 
(the "Agreement"), does hereby certify as follows:
I.    this Servicer's Certificate is delivered pursuant to Section 
3.4(c) of the Agreement;
II.   capitalized terms used in this Servicer's Certificate have their 
respective meanings as set forth in the Agreement, and all compilations 
and calculations contained herein are done in accordance with the 
Agreement;
III.  the information presented herein was obtained or derived from the 
books and accounting  records of NNCB and is accurate in all material 
respects; and
IV.   no Termination Event or Potential Termination Event exists.

A     Due Period                                           Aug-96
B     Determination Date                                 Sep-9-96
C.    Transfer Date                                     Sep-14-96
D     Distribution Date                                 Sep-15-96
E.    Rapid Amortization Period                                NO
F     Early Amortization Period                                NO
<TABLE>
<CAPTION>
<S>                                                                                      <C>
Receivables Portfolio (as of end of Due Period unless otherwise stated)                
1     Outstanding Balance of Principal Receivables                                       1
2     Outstanding Balance of Finance Charge Receivables                                  2
3     Current aggregate Receivables (principal and finance charges) (line 1+2)            
      Excluded Receivables                                                               3
4     Receivables from non-U.S. Obligors                                                 4
5.    0.50% of aggregate Receivables                                                     5
6     Receivables from non-U.S. Obligors greater than 0.50% of total aggregate
      Receivables (line 4-line 5)                                                         6
7     Total Excluded Receivables Balance (line 6)                                        7

Master Trust Receivables Reconciliation
8     Principal Receivables as of beginning of Due Period                                8
9     Finance Charge Receivables as of beginning of Due Period                           9
10    Total Receivables as of beginning of Due Period (line 8+line 9)                    10

11    Principal Receivables removed during Due Period                                    11
12    Finance Charge Receivables as of beginning of Due Period                           12
13    Receivables during Due Period (line 11+line 12)                                    13

14    Principal Receivables with respect to Additional Accounts during Due Period        14
15    Finance Charge Receivables with respect to Additional Accounts during Due Period   15
16    Receivables with respect to Additional Accounts during Due Period
     (line 14+line 15)                                                                   16
17    Principal Receivables created during Due Period                                    17
18    Finance Charge Receivables created during Due Period                               18
19    Receivables billed during Due Period (line 17+line 18)                             19

20    Collections of Principal Receivables                                               20
21    Collections of Finance Charge Receivables                                          21
22    Total Collections (line 20+line 21)                                                22

23    Default Amount for the Due Period                                                  23

24    Adjustment Amount for the Due Period                                               24

25    Ending Principal Receivables (line 8-line11+line 14+line 17-line 20
      +line 23+line 24)                                                                  25
26    Ending Finance Charge Receivables (line 9-line 12+line 15+line 18-line 21)         26
27    Ending Receivables (line 25+line 26)                                               27

28    Beginning excess Funding Account balance                                           28
29    Deposits to Excess Funding Account                                                 29
30    Withdrawals from Excess Funding Account                                            30
31    Ending Excess Funding Account Balance (line 28+line 29-line 30)                    31
32    Collections of Finance Charge Receivables allocable to Interchange                 32

33    Principals Receivables as of the last day of the Revolving Period 
     (if line E or line F=Yes)                                                           33

Delinquent Receivables
34    30-59 Days Delinquent                                                              34
35    60-89 Days Delinquent                                                              35
36    90-119 Days Delinquent                                                             36
37    120+ Days Delinquent                                                               37

Calculation of the Net Investment
38    Net Investment as of beginning of Due Period                                       38
39    Additional Invested Amounts made during the Due Period                              39
40    Principal paid in reduction of the Net Investment (not including principal
      paid during an Amortization Period)                                                40
41    Class A Investor Charge-Offs reimbursed pursuant to Section 4.5(a) of the
      Agreement (line 77)                                                                41
42    Class A Monthly Principal used to reduce the Net Investment during an
      Amortization Period                                                                42
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                      <C>
43    Class A Investor Charge-Offs                                                       43
44    Net Investment as of the last day of this Due Period (line 38+line 39-line 40
      +line 41-line 42-line 43)                                                          44
45    Maximum Net Investment                                                             45
46    Average daily Net Investment for the Due Period                                    46

47    Class B Invested Amount as of the beginning of the Due Period                      47
48    Additional Class B Invested Amounts made during the Due Period                     48
49    Class B Investor Charge-Offs reimbursed pursuant to Section 4.5 
     (a) of the agreement (line 83)                                                      49
50    Principal paid in reduction of Class B Invested amount (not including
      principal paid during an Amortization Event)                                       50
51    Reallocated Class B Principal Collections (line 86)                                51
52    Any reimbursement made to the Class B Invested Amount pursuant to     
      Section 4.5(a)(xii)                                                                52
53    Reductions to the Class B Invested Amount pursuant to Section 4.6 (a)(line 87)     53
54    Class B Monthly Principal used to reduce the Net Investment during an
      Amortization Period                                                                54
55    Class B Investor Charge-Offs                                                       55
56    Class B Invested amount (line 47+line 48+line 49-line 50-line 51+line 52
      -line 54-line 53-line 55)                                                          56

57    Series Floating Allocation Percentage ((line 38+line 47)/(line 8+line 28))         57
58    Class A Floating Allocation Percentage (line 38/(line 8+line 28))                  58
59    Class B Floating Allocation Percentage (line 47/(line 8+line 28))                  59
60    Series Fixed/Floating Allocation Percentage ((line 38+line 47)/(Line 28+line 33))  60
61    Class A Fixed/Floating Allocation Percentage (line 38/(line 28+line 33))           61
62    Class B fixed/Floating Allocation Percentage (line 47/line(28+line 33))            62

Series Collections Distributions
63    Class A Monthly Principal (line 20*line 58)                                        63
      (if line E or F=Yes, then multiply by line 61 rather than line 58)                 
64    Class A allocation of Finance Charge Collections (line 21*line 58)                 64
      (if line F=Yes, then multiply by line 61 rather than line 58)                      
65    Class A allocation of Defaulted Receivables (line 23*line 58)                      65
66    Class B Monthly Principal (line 20*line 59)                                        
      (if line E or F=Yes, then multiply by line 62 rather than line 59)                 66 
67    Class B allocation of Finance Charge Collections (line 21*line 59)                 67
      (if line F=Yes, then multiply by line 62 rather than line 59)                      
68    Class B allocation of Defaulted Receivables (line 23*line 59)                      68

Allocation of Finance Charge Collections for the Due Period              
69    Total Allocation Percentage of Finance Charge Collections (line 57*
      (line 32+line 21))                                                                 69
      (if line F=Yes, then multiply by line 60 rather than line 57)                      
70    Servicer Advances for the related Due Period                                       70
71    Class A Monthly Interest for the Due Period                                        71
72    Class A Monthly Interest due but not paid on a prior Distribution Date             72
73    Servicing Fees to any successor Servicer                                           73
74    Remaining Finance Charge Collections (line 69-line 70-line 71-line 72-line 73)     74

75    Class A Investor Default Amounts (line 65)                                         75
76    Class A Floating Allocation Percentage of any Adjustment Payment which
      the Transferor fails to make                                                       76
77    Repayment of any Class A charge-Offs                                               77
78    Any Servicing Fee related to the Servicer ((line 44+line 56)*2%/12)                78
79    Class B Monthly Interest                                                           79
80    Class B Monthly Interest due but not paid on a prior Distribution Date             80
81    Class B Investor Default Amounts (line 68)                                         81
82    Class B Floating Allocation Percentage of any Adjustment Payment which
      the Transferor fails to make                                                       82
83    Repayment of any Class B Charge-offs                                               83
84    Amount to be treated as Excess Finance Charge Collections, if any
     (line 74-the sum of lines 75 through line 83)                                       84

85    Class A Finance Charge allocation shortfall, if any                                85
      (line 74-line 75-line76, if line74 is less than zero, then line 75+line 76)

86    Class B Reallocated Principal Collections (if line 85 is greater than zero,
      the lesser of line 85 or line 66)                                                 86

87    Class B Invested Amount reduction (if line 85-line 86 is greater than zero,
      the lesser of line 85-line 86 or line 47+line 48+line 49-line 50-line 51
      +line 52)                                                                        87

88    NCI recourse (if line 85-line 86-line 87 is greater than zero, then 
      line 85-line 86-line 87)                                                         88

Portfolio Ratio Compliance
89    Class B Percentage (line 56/(line 56+line 44))                                   89
90    Class B Percentage greater than or equal to either (i)5% of the Invested
      Amount or (ii)3% of the Maximum Net Investment?                                  90

91    Ending Transferor Amount (including Excess Funding Account balance)
      (line 25+line 31-line 44-line 56)                                                91
92    Excluded Receivables (line 7)                                                    92
93    Transferor Amount less Excluded Receivables (line 91-line 92)                    93
94    Transferor Amount (less Excluded Receivables) Percentage (line 93/line 27)       94
95    Transferor Amount (less Excluded Receivables) Percentage greater than or   
      equal to 2%?                                                                     95
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                    <C>
96    Allocation Percentage of Finance Charge Receivables                            
      Receivables)(line 57*(line 21+line 32))(if line F=Yes, then multiply by
      line 60 rather than line 57)                                                     96
97    Monthly Interest                                                                 97
98    Allocation Percentage of Defaulted Receivables (line 57*(line 23))               98
99    Allocation Percentage of the Servicing Fee (line 57 times line 78 or
      if a successor Servicer, then line 73)                                           99

100   Net Portfolio Yield ((line 96-line 97-line 98-line 99)/line 46)                 100
     (a) 2 mos. prior   0.34%
     (b) 1 mos. prior   0.90%
101   3 month average of the Net Portfolio Yield ((line 100(a)
      +line 100(b)+line 100(c))/3)                                                  101
102   3 month average of the Net Portfolio Yield>or=0.00%                             102

103   Total number of Active Accounts                                                 103
104   Average FICO credit score for Additional Accounts added during the Due Period   104
105   Average FICO credit score for the Accounts in the Trust as of the end of the
      Due Period                                                                      105
106   Current long and short term ratings of Nordstrom Credit, Inc.                   106
                                       
</TABLE>
IN WITNESS WHEREOF, the undersigned has duly executed this certificate 
this    day of
             ,19   .
Nordstrom National Credit Bank
as Servicer

By:
   -------------------------
Name:
     -----------------------
Title:
      ----------------------


<PAGE>
          
                                                EXHIBIT D
     
              [FORM OF TRANSFER CERTIFICATION]
                               
                                             [DATE]
     
     
     Nordstrom National Credit Bank
     13531 East Caley Avenue
     Englewood, Colorado  80111
     
     Norwest Bank Colorado, National Association
     1740 Broadway
     Denver, Colorado  80274-8693
     Attention: Corporate Trust and Escrow Services
     
     Re:  Class A Variable Funding Certificates, Series 1996-A
     
     Ladies and Gentlemen:
     
          In connection with our proposed purchase of
     $------- in principal amount of Nordstrom Credit Card
     Master Trust, Class A Variable Funding Certificates,
     Series 1996-A (the "Class A Certificates"), we confirm
     that:
     
          1.   We agree to be bound by the restrictions and
     conditions set forth in the Master Pooling and Servicing
     Agreement, dated as of August 14, 1996 (the "Master
     Pooling and Servicing Agreement"), between Nordstrom Na-
     tional Credit Bank, as transferor and servicer, and
     Norwest Bank Colorado, National Association, as trustee
     (the "Trustee"), as supplemented by the Series 1996-A
     Supplement dated as of August 14, 1996 (the "Series 1996-A 
     Supplement" and together with the Master Pooling and
     Servicing Agreement, the "Pooling and Servicing Agree-
     ment"), by and among Nordstrom National Credit Bank, as
     transferor and servicer, Nordstrom Credit, Inc. and the
     Trustee, relating to the Class A Certificates and agree
     to be bound by, and not reoffer, resell, pledge or other-
     wise transfer (any such act, a "Transfer") the Class A
     Certificates except in compliance with, such restrictions
     and conditions including but not limited to those in
     Section 12 of the Series 1996-A Supplement.
     
          2.   We understand that the Class A Certificates
     have not been and will not be registered under the Secu-


                                D-1

<PAGE>
     rities Act of 1933, as amended (the "Securities Act") or
     any state securities law and agree that the Class A
     Certificates may be reoffered, resold, pledged or other-
     wise transferred only in compliance with the Securities
     Act and other applicable laws and only (i) to the Trans-
     feror, (ii) to a limited number of institutional "accred-
     ited investors" (as defined in Rule 501(a)(1), (2), (3)
     or (7) under the Securities Act) and in a transaction
     exempt from the registration requirements of the Securi-
     ties Act (upon delivery of the documentation required by
     the Pooling and Servicing Agreement and, if the Trustee
     so requires, an opinion of counsel satisfactory to the
     Trustee) or (iii) pursuant to Rule 144A under the Securi-
     ties Act to a person that we reasonably believe is a
     qualified institutional buyer within the meaning of Rule
     144A ("QIB") purchasing for its own account or a QIB
     purchasing for the account of a QIB, whom we have in-
     formed, in each case, that the reoffer, resale, pledge or
     other transfer is being made in reliance on Rule 144A.
     
          3.  We have neither acquired nor will we Transfer
     any Class A Certificate we acquire (or any interest
     therein) or cause any Class A Certificate (or any inter-
     est therein) to be marketed on or through (i) an "estab-
     lished securities market" within the meaning of Section
     7704(b)(1) of the Internal Revenue Code of 1986, as
     amended (the "Code") and any treasury regulation thereun-
     der, including, without limitation, an over-the-counter-market
     or an interdealer quotation system that regularly
     disseminates firm buy or sell quotations or (ii) a "sec-
     ondary market" within the meaning of Section 7704(b)(2)
     of the Code and any treasury regulation thereunder, in-
     cluding a market wherein interests in the Class A Certif-
     icates are regularly quoted by any Person making a market
     in such interests and a market wherein any person regu-
     larly makes available bid or offer quotes with respect to
     interests in the Class A Certificates and stands ready to
     effect buy or sell transactions at the quoted prices for
     itself or on behalf of others. 
     
          4.   We are not and will not become a partnership,
     Subchapter S corporation or grantor trust for United
     States federal income tax purposes.  [If this representa-
     tion cannot be made, the Transferor, the Servicer or the
     Trustee may require additional representations.]
     
          5.   We are a person who is either (A)(i) a citizen


                                D-2

<PAGE>
     or resident of the United States, (ii) a corporation or
     other entity organized in or under the laws of the United
     States or any political subdivision thereof or (iii) a
     person not described in (i) or (ii) whose ownership of
     the Class A Certificates is effectively connected with a
     such person's conduct of a trade or business within the
     United States (within the meaning of the Code) and our
     ownership of any interest in a Class A Certificate will
     not result in any withholding obligation with respect to
     any payments with respect to the Class A Certificates by
     any person or (B) an estate or trust the income of which
     is includible in gross income for United States federal
     income tax purposes.  We agree that if we are a person
     described in clause (A)(iii) above, we will furnish to
     the person from whom we are acquiring a Class A Certif-
     icate, the Servicer and the Trustee, a properly executed
     U.S. Internal Revenue Service Form 4224 and a new Form
     4224, or any successor applicable form, upon the expira-
     tion or obsolescence of any previously delivered form
     (and such other certifications, representations or opin-
     ions of counsel as may be requested by the Transferor,
     the Servicer or the Trustee).  We recognize that if we
     are a tax-exempt entity, payments with respect to the
     Class A Certificates may constitute unrelated business
     taxable income.
     
          6.   We understand that no subsequent Transfer of a
     Class A Certificate is permitted unless (i) such Transfer
     is of a Class A Certificate with a denomination of at
     least $1,000,000 and (ii) the Transferor and the Servicer
     each consent in writing to the proposed Transfer, which
     consent shall be granted unless either the Transferor or
     the Servicer determines in its sole and absolute discre-
     tion that such Transfer would create a risk that the
     Trust would be classified for federal or any applicable
     state tax purposes as an association or a publicly traded
     partnership taxable as a corporation; provided, that any
     attempted Transfer that would cause the number of Target-
     ed Holders (as defined in the Series 1996-A Supplement)
     to exceed one hundred shall be void; and provided, fur-
     ther, that there shall not at any time be more than 10
     Class A Certificateholders or such other number as may be
     consented to by the Transferor which consent may be
     withheld in its sole and absolute discretion.
     
          7.  We are [an institutional "accredited investor"
     (as defined in Rule 501(a)(1), (2), (3), or (7) of Regu-


                                D-3

<PAGE>
     lation D under the Securities Act) and have such knowl-
     edge and experience in financial and business matters as
     to be capable of evaluating the merits and risks of our
     investment in the Class A Certificates, and we and any
     account for which we are acting are each able to bear the
     economic risk of our or its investment] or [a "qualified
     institutional buyer" (as defined in Rule 144A under the
     Securities Act) purchasing for our own account or for the
     account of a "qualified institutional buyer"and we under-
     stand that the sale to us is being made in reliance on
     Rule 144A under the Securities Act].
     
          8.   We are acquiring each of the Class A Certifi-
     cates purchased by us for our own account or for a single
     account (each of which is an institutional "accredited
     investor") as to which we exercise sole investment dis-
     cretion.
     
          9.   We are not (i) an employee benefit plan (as de-
     fined in Section 3(3) of the Employee Retirement Income
     Security Act of 1974, as amended ("ERISA") that is sub-
     ject to the provisions of Title I of ERISA, (ii) a plan
     described in Section 4975(e)(1) of the Internal Revenue
     Code of 1986, as amended, (iii) a governmental plan, as
     defined in Section 3(32) of ERISA, subject to any feder-
     al, state or local law which is, to a material extent,
     similar to the provisions of Section 406 of ERISA or
     Section 4975 of the Code [(any of the plans described in
     clauses (i) through (ii), a "Plan")], (iv) an entity
     whose underlying assets include plan assets by reason of
     a plan's investment in the entity or (v) a person invest-
     ing "plan assets" of any such plan (excluding for pur-
     poses of this clause (v) any entity registered under the
     Investment Company Act of 1940, as amended). [The brack-
     eted language in clause (iii) need only be included if a
     purchaser cannot give both of the representations con-
     tained in clauses (iv) and (v).] [If the representations
     contained in either clause (iv) or clause (v) above
     cannot be given, a purchaser will be required to give the
     representations set forth in clauses (i) through (iii)
     above (including the bracketed language), the representa-
     tion in (iv) or (v) (whichever can be given) and also
     will be required to represent that it is either an entity
     specified in clause (iv) or (v) and that it understands
     that at no time may the aggregate percentage of the Class
     A Invested Amount Transferred to Plan Purchasers exceed
     25% of the Class A Invested Amount, such representation


                                D-4

<PAGE>
     to read substantially as follows, with the appropriate
     bracketed language deleted: "We are [an entity whose
     underlying assets include "plan assets" by reason of a
     Plan's investment in the entity][a person investing "plan
     assets" of any such Plan (excluding any entity registered
     under the Investment Company Act of 1940, as amended)]
     and we understand that at no time shall the aggregate
     percentage of the Class A Invested Amount Transferred to
     Plan Purchasers exceed 25% of the Class A Invested
     Amount."]
     
          10.  We understand that any purported Transfer of
     any Class A Certificate in contravention of the restric-
     tions and conditions in paragraphs 1 through 9 above
     (including any violation of the representation in para-
     graph 5 by an investor who continues to hold a Class A
     Certificate occurring any time after the Transfer in
     which it acquired such Class A Certificate) shall be null
     and void and the purported transferee shall not be recog-
     nized by the Trust or any other person as a Class A
     Certificateholder for any purpose. 
     
          11.  We further understand that, on any proposed re-
     sale, pledge or transfer of any Class A Certificates, we
     will be required to furnish to the Trustee and the Regis-
     trar, such certification and other information as the
     Trustee or the Registrar may reasonably require to con-
     firm that the proposed sale complies with the foregoing
     restrictions and with the restrictions and conditions of
     the Class A Certificates and the Pooling and Servicing
     Agreement pursuant to which the Class A Certificates were
     issued and we agree that if we determine to Transfer any
     Class A Certificate, we will cause our proposed transfer-
     ee to provide the Transferor, the Servicer and the Trust-
     ee with a letter substantially in the form of this let-
     ter.  We further understand that Class A Certificates
     purchased by us will bear a legend to the foregoing
     effect.
     
          You are entitled to rely upon this letter and are
     irrevocably authorized to produce this letter or a copy
     hereof to any interested party in any administrative or
     legal proceeding or official inquiry with respect to the
     matters covered hereby.
     
     
                              Very truly yours,
     


                                D-5

<PAGE>
                              [NAME OF TRANSFEREE]
     
     
                              By:________________________
                                 Name:
                                 Title:
     

                                D-6