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                                                                    Exhibit 10.6

                                AMENDMENT 2005-1
                                     TO THE
                     NORDSTROM 401(K) PLAN & PROFIT SHARING
                               (2004 Restatement)

The Nordstrom 401(k) Plan & Profit Sharing (the "Plan") is amended as follows
effective January 1, 2005, except as otherwise stated, pursuant to 13.1-3 and
15.2 of the Plan, to make technical and administrative changes.

1. Section 2.8 Eligible Employee is amended by adding the following Paragraph
(f) to reflect an Employee's ability to irrevocably waive eligibility to
participate in the Plan:

     "(f) An Employee who, prior to his or her earliest participation date under
     4.1, makes a one-time irrevocable election not to participate in the Plan,
     in accordance with procedures established by the Administrator. An Employee
     is not eligible to receive anything of value from any Employer, from the
     Administrator or from any other person associated with the Employer or the
     Plan in consideration of the Employee's election not to participate in the
     Plan."

2. Section 5.3 Employer Matching Contributions is amended by replacing
Subsection 5.3-3 Mid-Year Terminations with the following to correct a
typographical error:

     "A Participant whose mid-year termination of employment is on account of
     death, Disability or Retirement, who accumulated a Year of Service in such
     year prior to such termination, and whose entire Plan account remains
     undistributed as of the last day of the Plan Year of termination, 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."

3. Section 5.8 Rollover Contributions is amended by replacing Subsection 5.8-4
Rollover Account with the following for consistency with the Plan's internal
rule for involuntary distribution of account balances below $1,000, effective
for distributions on and after March 28, 2005:

     "5.8-4 Rollover Account. The transferred amount accepted by the Plan shall
     be placed in the Participant's Rollover Account, and shall be at all times
     fully vested and subject to the investment and distribution provisions of
     section 5.2, but shall not be considered a Participant Elective Deferral
     Contribution for purposes of the Employer Matching Contribution,
     contribution limits, or nondiscrimination requirements and limitations of
     this Plan and the Code, or as part of a Participant's total account balance
     for purposes of the


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     consent requirement under Section 10.1-1 for involuntary distribution of
     account balances. Rollovers of after-tax contribution amounts described in
     10.7 will be accounted for separately."

4. Article VII Investment in Insurance Contracts is replaced with the following
effective January 1, 2005, to clarify the Plan's administration of life
insurance contracts held for investment in participant accounts:

     "ARTICLE VII. INVESTMENT IN INSURANCE CONTRACTS

          "7.1 Purchase of Insurance. Effective from and after February 1, 1992,
     no additional policies of life insurance will be purchased by the Plan.
     Policies of ordinary or whole life insurance purchased prior to February 1,
     1992, may be continued in effect, subject to the limitations contained
     elsewhere in this Article VII. The Administrator shall continue to direct
     payment of premiums on such previously purchased policies for all
     Participants until such time as a Participant affirmatively elects to
     surrender or cancel the policy. The Administrator will pay premiums from
     assets held in the Participant's Plan account, or, if the assets in the
     Participant's Plan account are not sufficient to pay the premiums required
     to keep the policy in force, the Administrator will use the policy's cash
     surrender value to the extent necessary to pay policy premiums. If a
     Participant affirmatively elects to purchase, surrender or cancel an
     insurance policy, the Administrator shall transfer, surrender or cancel the
     policy and allocate the proceeds to the Participant's other investment
     accounts.

          "In no event may any premiums on whole life insurance be paid under
     this Plan for a Participant, if the aggregate premiums for that insurance
     exceed forty-nine percent (49%) of the aggregate of the contributions
     allocated to such Participant at any time.

          "7.2 Trustee Shall Own the Policy. Each contract issued shall provide,
     and the application therefor shall request, that a Trustee, subject to the
     terms and conditions of a Trust Agreement entered into by Employer, shall
     be the owner of the contract. Any and all rights provided under the
     contract or policy, or permitted by the insurance company, shall be
     reserved to that Trustee. Such rights shall include the right to surrender,
     reduce or split the policy, the right to name and change the payee to
     receive policy benefits on the happening of any contingency specified in
     the policy, the right to exercise any loan provisions to pay the policy
     premium or for any other reason, and such other rights as may be reserved
     to the owner of the policy. The listing of rights above shall not be
     construed as a limitation on the Trustee. However, the exercise of the
     rights reserved to the Trustee as owner of the policy shall be subject to
     and pursuant to the direction of the Administrator.


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          "7.3 Premiums, etc. The Trustee shall maintain possession of any
     policy purchased and shall pay the premiums as each premium falls due,
     unless the Administrator directs otherwise. Dividends may be used in
     reduction of any such premium, may be applied in any other manner permitted
     by the insurance company or may be taken in cash by the Trustee, as the
     Administrator determines from time to time. If, at any time, the
     Administrator shall decide as an investment matter that the premium on any
     policy is not to be paid in cash from the Participant's account, the
     Administrator, in its sole discretion, shall direct the Trustee whether
     such premium is to be paid by policy loan (if the policy contains such a
     provision), if any, or whether the policy is to be continued as a paid-up
     policy, or whether use is to be made of any extended insurance option
     available thereunder, or whether some other action is to be taken under the
     policy. Any policy loans shall be proportionate to the loan values of the
     insurance contracts. In any determination of the Administrator, all
     Participants similarly situated shall be treated the same. Before directing
     a Trustee to take any action other than payment of premiums in cash, the
     Administrator must give the Participant an opportunity either to pay the
     premium in cash from his or her own funds or to purchase the policy from
     the Trustee for its fair market value. Any premium received by the Trustee
     from the Participant shall be paid to the insurance company. If the
     Participant purchases the policy, the Trustee shall transfer the policy to
     him/her free and clear of Trust and shall add to his or her account the
     amount paid by such Participant.

          "7.4 Proceeds and Benefits of Policy. Upon the death of a Participant
     on whose life the Trustee holds a policy payable to it, the Trustee may
     collect the proceeds, in which case such proceeds shall be turned over to
     the Participant's beneficiary, or the Trustee may assign to such
     beneficiary the policy and all rights thereunder, or the Trustee may direct
     the insurance company to make payment to such beneficiary in such manner as
     may be permitted by the insurance contract. The action taken by the Trustee
     shall be as directed by the Administrator, in its sole discretion, after
     consideration of the needs of the beneficiary and the intention of the
     Participant as indicated in the last direction filed with the Administrator
     and the Trustee by the Participant prior to his or her death. Such
     intention or direction, however, shall not of itself create in any way a
     vested right, either in the Participant or his or her beneficiary, nor
     shall it alter the provisions of this Agreement.

          "7.5 Disposition of Policy. When any Participant whose policy is held
     hereunder reaches his or her retirement date or age, or terminates
     employment, or if this Plan and Trust Fund should terminate, the
     Administrator shall direct the Trustee as to the disposition of the policy
     so that the provisions of this Plan covering disposition of the account of
     the Participant in the happening of any such event, may be effected. If a
     Participant elects to receive a distribution of benefits as provided in
     Article X, the Participant may elect one of the following options with
     respect to the policy:


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               "(a) Distribution. The Participant may elect a distribution of
          the policy, free and clear of any lien or interest of the Trust, the
          Trustee, or the Plan.

               "(b) Surrender. The Participant may instruct the Administrator to
          direct the Trustee to surrender or cancel the policy, and the cash
          surrender value of the policy will be distributed to the Participant.

               "(c) Purchase. The Participant may purchase the policy from the
          Trustee by paying the policy's fair market value to the Trust. The
          Participant must use non-Plan funds to purchase the policy. Upon the
          Trust's receipt of the full purchase price, the policy will be
          transferred to the Participant, free and clear of any lien or interest
          of the Trust, the Trustee, or the Plan.

     "If the Participant reaches his or her retirement age and does not elect to
     receive a distribution of Plan benefits, the Trustee shall continue to hold
     any insurance policy for the benefit of the Participant (provided that that
     the policy premiums can be paid from the Participant's account as provided
     in 7.1), unless the Participant (1) elects to purchase the policy by paying
     to the Trustee the policy's fair market value, or (2) elects to surrender
     or cancel the policy under 7.1. If the policy premiums cannot be paid from
     the Participant's account for any reason, the policy will be surrendered or
     canceled, unless the Participant affirmatively elects to purchase the
     policy from the Plan. Any amount received by the Trustee as a result of any
     purchase, cancellation or surrender of the policy shall be added to the
     account of the Participant and disposition or distribution made as provided
     elsewhere in this Plan.

          "7.6 Insurer's Responsibility. No insurance company that issues a
     policy under the Plan will thereby become a party to the Plan or the
     related Trust Agreements. The liability of any such insurance company shall
     be only as provided in any policy it may issue. The insurance company shall
     be fully protected from all liability in accepting premium payments from
     the Trustee and in making payments to the Trustee, or on direction of the
     Trustee or the Administrator, without liability as to the application of
     such payments."

5. Section 10.1 Distribution of Benefits is amended by replacing Subsection
10.1-1 Lump Sum Payment with the following, effective for distributions on and
after March 28, 2005, to reflect a reduction from $5,000 to $1,000 as the
threshold amount for involuntary distributions of a Participant's account after
his or her Severance from Employment Date.

     "10.1-1 Lump Sum Payment. Upon the occurrence of any of the events
     specified in Article IX requiring or permitting a distribution of benefits
     to a Participant or his or her beneficiary, the Administrator shall
     instruct the Trustee to distribute benefits, determined in accordance with
     10.2, below, in a single lump sum payment unless the Trustee receives a


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     timely election for a different form of benefit. If the present value of a
     Participant's benefit (excluding the balance in any rollover account)
     exceeds $1,000 ($5,000 prior to March 28, 2005) and the benefit is
     Immediately Distributable (see 10.1-3), the Administrator must obtain the
     consent of the Participant (and Participant's spouse, if married) for the
     distribution. Consent of both the Participant and his or her spouse shall
     be written and in the case of the spouse either notarized or witnessed by a
     plan representative."

6. Section 18.1 Loans to Participants is amended by replacing the last sentence
of Paragraph 18.1-3(e) Means of Payment with the following to extend from 80
days to 90 days the period of non-payment that will result in a loan being
considered in default, effective for loan repayments due on and after January 1,
2005:

     "However, the loan will be deemed in default if a loan repayment is not
     received for a period of 90 days."

          SIGNED pursuant to proper authority this 28 day of June, 2005.

Attest:                                   NORDSTROM, INC.


By: /s/ Kathy Way                         By: /s/ Delena Sunday
    -----------------------------------       ----------------------------------
                                              Delena Sunday
Title: Retirement and Life/Work Manager       Executive Vice-President
                                              Human Resources and Diversity
                                              Affairs


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