exv10w5






Exhibit 10.5




AMENDMENT 2009-1

to the

NORDSTROM 401(k) PLAN & PROFIT SHARING

(2008 Restatement)



The Nordstrom 401(k) Plan & Profit Sharing (the “Plan”) is hereby amended pursuant to Plan Section
13.1-2 to modify the provisions regarding Employer Matching Contributions. The provisions of this
Amendment 2009-1 are effective immediately, except as otherwise provided herein.



i) Section 5.4 Employer Matching Contributions is replaced with the following:




   “5.4 Employer Matching Contributions.




     5.4-1 Description of Matching Contributions. The Company may contribute to
the Plan a discretionary Matching Contribution as determined by resolution of the Board.
The resolution shall set forth the amount of the Employer Matching Contribution expressed
as a fixed dollar amount or expressed as a specified percentage of the amount of each
Participant’s Elective Deferral Contributions for the Plan Year. Further, the resolution
may limit the amount of a Participant’s Elective Deferral Contributions eligible for the
Employer Matching Contribution, by limiting the Elective Deferral Contributions expressed
as a fixed dollar amount or as a percentage of the Participant’s Compensation. Only
Elective Deferral Contributions that remain in the Plan through the Anniversary Date shall
be eligible to be matched by Employer Matching Contributions. Catch-up Contributions are
not eligible for Employer Matching Contributions under any circumstances.




     5.4-2 Requirements For Match. A Participant may receive an Employer Matching
Contribution only if such Participant completes at least one Year of Service and also
either (i) is employed on the Anniversary Date, or (ii) has severed employment during the
Plan Year due to death, Disability or Retirement and qualifies under 5.4-3 unless 5.4-4
applies. Such contributions, while allocable to Participants as described in this section,
shall be credited to a Participant’s account only when actually received by the Trustee.




     5.4-3 Mid-year Terminations. A Participant whose mid-year severance of
employment is on account of death, Disability or Retirement, who accumulated a Year of
Service in such year prior to such severance, and whose entire Plan account remains
undistributed as of the last day of the Plan Year of severance, shall share in the Employer
Matching Contribution allocation for that year. Any other Participant whose employment
with the Employer terminates during a Plan Year, and any year-end active Participant who
fails to meet the Year of Service requirement, shall not share in the Employer Matching
Contribution.



 









 






     5.4-4 Company Right to Modify. The Company, through action of the Board,
reserves the right to modify the rate or amount of Matching Contributions at any time. The
Company shall notify Participants in writing within a reasonable period of time before a
change is effected.




     5.4-5 Highly Compensated Employee Allocation Restrictions. Effective for Plan
Years commencing on and after January 1, 2002 and notwithstanding anything in 5.4 to the
contrary, any Participant who is a Highly Compensated Employee and who is characterized as
being “otherwise excludible” under Code section 410(b)(4) (i.e., one who has not met the
requirements of Code section 410(a)(1)(A)) as of the last day of the Plan Year shall not
receive an Employer Matching Contribution for that Plan Year, unless required by 12.4 if
the Plan is “top heavy.”” [This provision relates to non-discrimination testing and
affects a small group of employees.]



* * * *



IN WITNESS WHEREOF, pursuant to proper authority, this Amendment 2009-1 has been executed on behalf
of the Company by its Executive Vice President Human Resources and Diversity Affairs, this 25th day
of February, 2009.




	 	 	 	 	 	 	 
	Attest:	 	NORDSTROM, INC.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:
	 	/s/ Delena Sunday
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Delena Sunday
	 
	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Executive Vice President,
Human Resources and Diversity Affairs