PARTICIPATION AGREEMENT


This Participation Agreement dated as of August 14, 1996 is between 
Nordstrom National Credit Bank ("NNCB"), a national banking association 
with its charter address in Colorado, and Nordstrom Credit, Inc., a 
corporation organized and existing under the laws of the State of 
Colorado ("NCI").

WITNESSETH

WHEREAS, NNCB, as Transferor, NNCB, as Servicer, and Norwest Bank 
Colorado, N.A., as Trustee (the "Trustee") have or will enter into a 
Master Pooling and Servicing Agreement, dated as of August 14, 1996, and 
related documents, including any certificate series supplement, 
(collectively, the "Pooling and Servicing Agreement"), pursuant to which 
certain Receivables will be conveyed to the Nordstrom Credit Card Master 
Trust in exchange for (i) certain investor certificates that will be 
either sold to investors or held by NCI and (ii) an exchangeable 
transferor certificate (the "Exchangeable Transferor Certificate") that 
will be held by NNCB, and

WHEREAS, NNCB wishes to sell, and NCI wishes to purchase, an undivided 
participation interest in the Exchangeable Transferor Certificate on the 
terms and subject to the conditions set forth in this Agreement; 

NOW, THEREFORE, the parties hereby agree as follows:

Section 1.  Definitions

(a)The following terms, when capitalized in this Agreement and used 
either in the singular or the plural, shall have the following meanings:

"Net Investment" means, as of any day, in respect of the Participation 
acquired by NCI, an amount equal to the sum of (i) the initial purchase 
price paid by NCI for its Participation hereunder, less (ii) any 
payments by NNCB to NCI pursuant to Section 2(c) or (d) with respect to 
any decrease in the Transferor Amount or NCI's Participation, plus (iii) 
any payments by NCI to NNCB pursuant to Section 2(b) or credits by NNCB 
to NCI pursuant to Section 2(c) with respect to any increase in NCI's 
Participation Percentage.

"Participation" means the undivided ownership interest in the 
Exchangeable Transferor Certificate purchased from time to time by NCI 
pursuant to Section 2(a) hereof.  

"Participation Percentage" means, as of any day, in respect of the 
Participation acquired by NCI in the Exchangeable Transferor 
Certificate, the percentage interest in the Exchangeable Transferor 
Certificate then held by NCI which shall equal the percentage equivalent 
of a fraction, the numerator of which is equal to NCI's Net Investment 
on such day and the denominator of which is equal to the Transferor 
Amount on such day.

"Purchase Date" shall mean August 14, 1996.

"Transferor Interest" shall mean the interest in the Trust represented 
by the Exchangeable Transferor Certificate, including the right to 
receive Collections and other amounts to be paid to the Transferor at 
the times and in the amounts specified from time to time in the Pooling 
and Servicing Agreement.

(b)Capitalized terms used but not otherwise defined in this Agreement 
shall have the same meanings as used in the Pooling and Servicing 
Agreement.

Section 2.  Sale of Participation

(a)NNCB hereby agrees to sell to NCI without recourse, representation or 
warranty whatsoever except as expressly provided herein, and NCI hereby 
agrees to purchase from NNCB on the Purchase Date, or such other date or 
dates as the parties may agree, an undivided ownership interest in the 
Exchangeable Transferor Certificate and the Transferor Interest equal to 
the Participation Percentage thereof, including all amounts allocated to 
the holder of the Exchangeable Transferor Certificate pursuant to the 
Pooling and Servicing Agreement and the benefit of all representations 
and warranties and agreements made for the benefit of the holder of the 
Exchangeable Transferor Certificate therein.

(b)The initial price to be paid by NCI shall be an amount agreed between 
the parties at the time such sale occurs pursuant to this Agreement.  
NCI may from time to time pay to NNCB additional amounts to be 
determined by the parties in consideration for increasing NCI's 
Participation Percentage.

(c)In consideration of the acquisition by NCI of the Participation 
hereunder, NNCB agrees to pay or credit to NCI on each day on which NNCB 
receives a payment in respect of the Exchangeable Transferor Certificate 
(each such day a "Settlement Date"), an amount equal to the product of 
(i) NCI's Participation Percentage as of such date and (ii) the amount 
of any decrease in the Transferor Amount occurring as a result of 
payments received by NNCB, as the holder of the Exchangeable Transferor 
Certificate, from the Servicer, the Trustee or any other person in 
respect of the Exchangeable Transferor Certificate (including any 
proceeds from the sale of Investor Certificates of any Series issued 
following the tender of the Exchangeable Transferor Certificate and the 
reissue thereof as part of any Exchange pursuant to the Pooling and 
Servicing Agreement) during the period since the immediately preceding 
Settlement Date.  NNCB shall be permitted to engage in any Exchange 
without obtaining the permission of NCI.  

(d)NNCB may, from time to time, pay to NCI amounts to be determined by 
the parties in consideration for decreasing NCI's Participation 
Percentage; provided, however, that NNCB shall be under no obligation to 
repurchase any portion of NCI's Participation.

(e)NNCB agrees to pay or credit to NCI, on each Settlement Date, an 
amount equal to the product of NCI's Participation Percentage and the 
net amount of all Collections and other distributions received by NNCB 
as the holder of the Exchangeable Transferor Certificate during the 
period since the immediately preceding Settlement Date.

(f)Notwithstanding the foregoing, the parties may agree to settle 
monthly on each Distribution Date under the Pooling and Servicing 
Agreement or another date, provided that amounts owed pursuant to 
Section 2(c) above shall be paid or credited on the day on which NNCB 
receives such payments referred to in Section 2(c).

Section 3.  Delivery of Documents.  NNCB shall deliver to NCI a 
Participation Certificate in the form set forth in Annex I hereto, dated 
as of the Purchase Date, representing an undivided interest, to the 
extent of the Participation Percentage, in all of NNCB's right, title 
and interest in and to the Exchangeable Transferor Certificate and the 
Transferor Interest.  On each Settlement Date, NNCB shall deliver a 
statement (the "Settlement Statement") in the form of Annex II hereof, 
setting forth the net amount of funds owing by NCI to NNCB or by NNCB to 
NCI.  Such statement shall be appropriately modified if there are 
settlements occurring more frequently than monthly on Distribution Dates 
under the Pooling and Servicing Agreement.

Section 4.  NNCB Required to Furnish Certain Information.  NNCB shall 
submit to NCI upon request a copy of the Pooling and Servicing Agreement 
and all other documents relating to the transactions contemplated 
therein.  NCI shall have the right from time to time at reasonable 
intervals to require NNCB to supply such information as NCI may 
reasonably request respecting the Exchangeable Transferor Certificate 
and NCI's participation interest therein.  NNCB shall deliver to NCI 
copies of all reports, notices, certificates, or other materials 
received or delivered by it pursuant to the Pooling and Servicing 
Agreement.  NNCB hereby agrees to consult with NCI prior to exercising 
any rights as the holder of the Exchangeable Transferor Certificate or 
as Transferor under the Pooling and Servicing Agreement.

Section 5.  Termination.  This Agreement shall automatically terminate 
following the surrender of the Exchangeable Transferor Certificate and 
termination of the Trust pursuant to the Pooling and Servicing 
Agreement.  Either party may terminate this Agreement at any time upon 
30 days prior written notice thereof to the other.  Following such 
termination, settlement between the parties shall occur by the payment 
of any amounts due to NCI on each following Distribution Date until the 
Participation Percentage shall be equal to zero, or in such other manner 
as the parties may agree.

Section 6.  Representation and Warranties of and Agreement By NCI.

(a)NCI is a corporation duly organized and validly existing in good 
standing under the laws of the State of Colorado, and has full corporate 
power, authority and legal right to execute, deliver and perform its 
obligations under this Agreement and the transactions contemplated under 
this Agreement and, in all material respects, to own its properties and 
conduct its business as such properties are presently owned and such 
business is presently conducted.

(b)The execution and delivery of this Agreement and the consummation of 
the transactions provided for in this Agreement have been duly 
authorized by NCI by all necessary corporate action on the part of NCI.

(c)This Agreement constitutes a legal, valid and binding obligation of 
NCI, enforceable in accordance with its terms, except as enforceability 
may be limited by applicable bankruptcy, insolvency, reorganization, 
moratorium or other similar laws now or hereafter in effect affecting 
the enforcement of creditors' rights in general and except as such 
enforceability may be limited by general principles of equity (whether 
considered in a proceeding at law or in equity).

(d)NCI represents and warrants that it is acquiring the Participation 
for its own accounts and not with a view toward, or for sale in 
connection with, any distribution thereof.

Section 7.  Representations and Warranties of NNCB.

(a)NNCB is a national banking association duly organized and validly 
existing in good standing and has full corporate power, authority and 
legal right to execute, deliver and perform its obligations under this 
Agreement and the transactions contemplated under this Agreement and, in 
all material respects, to own its properties and conduct its business as 
such properties are presently owned and such business is presently 
conducted.

(b)The execution and delivery of this Agreement and the consummation of 
the transactions provided for in this Agreement have been duly 
authorized by NNCB by all necessary corporate action on the part of 
NNCB.

(c)This Agreement constitutes a legal, valid and binding obligation of 
NNCB, enforceable in accordance with its terms, except as enforceability 
may be limited by applicable bankruptcy, insolvency, reorganization, 
moratorium or other similar laws now or hereafter in effect affecting 
the enforcement of creditors' rights in general and except as such 
enforceability may be limited by general principles of equity (whether 
considered in a proceeding at law or in equity).

(d)NNCB represents that this Agreement together with the Participation 
Certificate provided for in Section 3 will vest in NCI an undivided 
interest, to the extent of the Participation Percentage, in all of its 
right, title and interest in and to, the Exchangeable Transferor 
Certificate and in and to the proceeds thereof, including proceeds 
resulting from any Exchange, free from liens, encumbrances or claims of 
third parties.

Section 8.  Maintenance of Records.  NNCB agrees to maintain or cause to 
be maintained accurate and complete records with respect to the 
Exchangeable Transferor Certificate and to deliver to NCI on demand 
copies of any records required by NCI in connection with NCI's 
enforcement of its rights under this Agreement.

Section 9.  Exculpation.  Except as otherwise set forth in this 
Agreement, NNCB's sole obligation hereunder shall be to distribute, as 
aforesaid, to NCI the Participation Percentage of any payment received 
by NNCB relating to the Exchangeable Transferor Certificate as and when 
received by NNCB.  No other obligation or duty is assumed by NNCB beyond 
the foregoing, nor shall any other obligation or duty be deemed to be 
implied.  NNCB shall not have any fiduciary relationship with generality 
of the foregoing.  Except with respect to representations and warranties 
set forth in this Agreement, NNCB does not assume, nor shall NNCB or any 
of its officers, directors, employees or agents have any responsibility 
or liability, expressed or implied, to NCI for:

(i)Any action taken or omitted, whether by the Trustee, the Servicer, or 
by any other person in connection with any Receivable except for NNCB's 
own gross negligence or willful misconduct;

(ii)The authorization, execution, effectiveness, enforceability, 
genuineness or validity of any Receivable, the Pooling and Servicing 
Agreement or any document, instrument or other writing in connection 
therewith, except with respect to the authorization, execution, 
effectiveness, enforceability, genuineness or validity by or against 
NNCB of any such document, instrument or other writing executed by NNCB; 

(iii)The genuineness, truthfulness or accuracy of any recitals, 
statements, representations or warranties made in or in connection with 
any Receivables, or the Pooling and Servicing Agreement or any other 
document, instrument or other writing in connection therewith, except 
for any representation and warranty of NNCB made in any such document, 
instrument or writing executed by NNCB;

(iv)The financial condition of any Obligor or for any credit or other 
information regarding any Obligor or card issuer; or

(v)The performance of any of the obligations of any person (including 
any Obligor) primarily or secondarily liable with respect to any 
Receivable.

Section 10.  No Petition.  Each party hereto agrees that, prior to the 
date which is one year and one day after the payment in full of all 
investor certificates issued pursuant to the Pooling and Servicing 
Agreement, it shall not institute against, or join any other person in 
instituting against, the other party hereto any bankruptcy, 
reorganization, insolvency or liquidation proceedings or other similar 
proceeding under the laws of the United States or any state thereof.

Section 11.  Modification;  Successors and Assigns.  No amendment or 
modification of this Agreement shall be effective unless in writing and 
signed by the party against whom enforcement of such amendment or 
modification is sought.  This Agreement shall be binding upon and inure 
to the benefit of the parties hereto and their respective successors and 
permitted assigns.  NCI may not assign, transfer or participate any of 
its rights or obligations hereunder or the Participation without the 
prior written consent of NNCB.

Section 12.  Notices.  Any notice required or permitted by this 
Agreement shall be deemed to have been duly and properly given when 
delivered or sent by (i) certified mail, return receipt requested, (ii) 
hand delivery, or (iii) telecopier (with oral confirmation of receipt) 
and addressed as follows:

If to NCI:

Nordstrom Credit, Inc.
13531 E. Caley Avenue
Englewood, Colorado  80111
Telephone No.:  (303) 397-4785
Telecopier No.:  (303) 397-4775
Attention:  Michael Karmill

with a copy to:

Nordstrom Credit, Inc.
13531 E. Caley Avenue
Englewood, Colorado 80111
Telephone No.:  (303) 397-4690
Telecopier No.:  (303) 397-4775
Attention:  Mary Jo Miller, Esq.

If to NNCB:

Nordstrom National Credit Bank
13531 E. Caley Avenue
Englewood, Colorado  80111
Telephone No.:  (303) 397-4785
Telecopier No.:  (303) 397-4775
Attention:  Michael Karmill

with a copy to:

Nordstrom National Credit Bank
13531 E. Caley Avenue
Englewood, Colorado 80111
Telephone No.:  (303) 397-4690
Telecopier No.:  (303) 397-4775
Attention:  Mary Jo Miller, Esq.

or to such other address as either party hereto may furnish to the other 
in writing at any time.

Section 13.  Miscellaneous.  This Agreement shall be governed by and 
construed in accordance with the law of the State of Colorado.  

Section 14.  Entire Agreement.  There are no restrictions, promises, 
warranties, covenants, undertakings or representations other than those 
expressly set forth herein.  Nothing in this Agreement or otherwise 
shall be construed as making NNCB responsible in any way or to any 
extent for the payment of any principal, interest or premium on the 
Exchangeable Transferor Certificate, the Participation or any Receivable 
or for the fulfillment of any obligation or commitment of the Trustee or 
the Servicer under the Pooling and Servicing Agreement, or any other 
person, except to the extent of NNCB's obligations herein.

IN WITNESS WHEREOF, the parties hereto have caused this Participation 
Agreement to be duly executed by their respective officers hereunto 
authorized, as of the date and year first above written.

NORDSTROM NATIONAL CREDIT BANK


By:
Name:
Title:


NORDSTROM CREDIT, INC.


By:
Name:
Title:
Annex I to the 
Participation Agreement

PARTICIPATION CERTIFICATE


Nordstrom National Credit Bank ("NNCB") has transferred and assigned to 
Nordstrom Credit, Inc., pursuant to and on the terms and conditions set 
forth in the Participation Agreement dated as of August 14, 1996 (terms 
capitalized herein being used as defined in said Agreement), an 
undivided interest equal to the Participation Percentage in all of the 
right, title and interest of NNCB in and to the Exchangeable Transferor 
Certificate and the Transferor Interest, and all representations and 
warranties and agreements made for the benefit of the holder of the 
Exchangeable Transferor Certificate in the Pooling and Servicing 
Agreement, and any proceeds of any of the foregoing, issued pursuant to 
the Pooling and Servicing Agreement.


NORDSTROM NATIONAL CREDIT BANK


By:
Name:
Title:

Annex II to the 
Participation Agreement

FORM OF SETTLEMENT STATEMENT

For Settlement Period Beginning 
and Ending 
Settlement Date:


Nordstrom National Credit Bank ("NNCB") pursuant to the Participation 
Agreement (the "Participation Agreement"), dated as of August 14, 1996, 
between NNCB and Nordstrom Credit, Inc. ("NCI"), hereby states as 
follows:

Capitalized terms used in this Settlement Statement have their 
respective meanings in the Participation Agreement and, unless otherwise 
noted, are as of the current Determination Date.  This Settlement 
Statement is being delivered pursuant to Section 3 of the Participation 
Agreement.


Balances



1.NCI's Net Investment as of the last day of the
preceding settlement period                   ............      .....$

2.Net payments/credits to/from NCI in current
settlement period pursuant to Section 2(b), 2(c) or 2(d) of the
Participation Agreement increasing (decreasing) NCI's Net
Investment                                                           $

3.NCI's Net Investment as of the last day of this
settlement period                                    ................$

4.Transferor Amount as of the last day of the
preceding settlement period                                          $

5.Transferor Amount as of the last day of this
settlement period                                                    $

6.Participation Percentage as of the last day of the
preceding settlement period                                          $

7.Participation Percentage as of the last day of this
settlement period                                                    $

8.Net Collections and other distributions in respect
of the Exchangeable Transferor Certificate since the end of the
preceding settlement period                                          $



Settlement
9.Payment/credit due to (from) NCI for settlement
period for decreasing (increasing) in NCI's Net Investment
pursuant to Sections 2(b), 2(c) and 2(d) of the Participation
Agreement                                                            $

10.Payment/credit due to (from) NCI pursuant to
Section 2(c) of the Participation Agreement with respect to
Collections and other distributions in respect of the
Exchangeable Transferor Certificate                                  $

11.Net payment/credit due to (from) NCI                              $

IN WITNESS WHEREOF, NNCB has caused this Settlement Statement to be 
executed by its duly authorized officers this  day of 19___.

NORDSTROM NATIONAL CREDIT BANK


By:
Name:
Title:


Approved:

NORDSTROM CREDIT, INC.


By:
Name:
Title: