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                                                                 Exhibit 10.3

                THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

    THIS THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT (this "Amendment") dated
as of February 29, 2004, is entered into among NORDSTROM PRIVATE LABEL
RECEIVABLES LLC (the "Transferor"), NORDSTROM, FSB (the "Servicer"), FALCON
ASSET SECURITIZATION CORPORATION (the "Conduit Purchaser"), BANK ONE, NA
(MAIN OFFICE CHICAGO), as agent (in such capacity, the "Agent") and as
committed purchaser (in such capacity, the "Committed Purchaser").

                                 BACKGROUND

    1.  The Transferor, Servicer, Conduit Purchaser, Agent and Committed
Purchaser are parties to the Note Purchase Agreement dated as of December 4,
2001 (as amended through the date hereof, the "Agreement"); and

    2.  The parties hereto desire to amend the Agreement as set forth herein.

    NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

    SECTION 1.  Definitions.  Capitalized terms used in this Amendment and
                -----------
not otherwise defined herein shall have the meanings assigned thereto in the
Agreement.

    SECTION 2.  Amendment of Definition of Purchase Expiration Date.  The
                ----------------------------------------------------
definition of the term "Purchase Expiration Date" contained in Section 1 of
the Agreement is hereby amended by deleting the reference to "February 29,
2004" where it appears in such definition and substituting therefor the date
"February 25, 2005,".

    SECTION 3  Miscellaneous.  The Agreement, as amended hereby, remains in
               -------------
full force and effect.  Any reference to the Agreement from and after the
date hereof shall be deemed to refer to the Agreement as amended hereby,
unless otherwise expressly stated.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.  This
Amendment may be executed by the parties hereto in any number of counterparts
and by the different parties on separate counterparts.  Each such counterpart
shall be deemed to be an original, and all such counterparts shall when taken
together constitute but one and the same Amendment.

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    IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.

                                          NORDSTROM PRIVATE LABEL
                                          RECEIVABLES LLC,
                                          as Transferor
                                          By: /s/ Marc A. Anacker
                                             --------------------------
                                           Name:  Marc A. Anacker
                                           Title: Treasurer


                                          NORDSTROM FSB,
                                          as Servicer
                                          By: /s/ Kevin T. Knight
                                             --------------------------
                                           Name:  Kevin T. Knight
                                           Title: Chairman/CEO
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                                          FALCON ASSET SECURITIZATION
                                           CORPORATION
                                            as Conduit Purchaser

                                          By: /s/ William Hendricks
                                             --------------------------
                                           Name:  William Hendricks
                                           Title: Authorized Signatory


                                          BANK ONE, NA (MAIN OFFICE CHICAGO),
                                          as Agent
                                          By: /s/ William Hendricks
                                             --------------------------
                                           Name:  William Hendricks
                                           Title: Director, Capital Markets


                                          BANK ONE, NA (MAIN OFFICE CHICAGO),
                                          as a Committed Purchaser
                                          By: /s/ William Hendricks
                                             --------------------------
                                           Name:  William Hendricks
                                           Title: Director, Capital Markets
                                           Purchaser Percentage: 100%