exv10w3






Exhibit 10.3




AMENDMENT 2008-1




NORDSTROM, INC. LEADERSHIP SEPARATION PLAN



The Nordstrom, Inc. Leadership Separation Plan (“Plan”) is amended to exclude certain positions
from eligibility, to clarify how the Plan complies with certain provisions of the Employee
Retirement Income Security Act of 1974, as amended, and Section 409A of the Internal Revenue Code
of 1986, as amended, and to delegate amendment authority.



1. Article II Eligible Employees is amended by adding the following sentence to the end of Section
B:





“Employees holding the following positions are not Designated Leadership Employees for
purposes of this Plan: President—Nordstrom, Inc.; President—Merchandising; and
President—Stores.”


2. Article IV Plan Benefits is amended by adding a new Section G., as follows:





“G. Administration of Benefits.




1. Welfare Plan Under ERISA. The Plan is intended to be an employee welfare benefit
plan governed by ERISA. Therefore, in accordance with 29 CFR § 2510.3-2(b), the following
rules apply to benefits paid under the Plan:




a. Payments are not contingent, directly or indirectly, on a Participant’s
retirement;




b. The total amount of payments under this Plan cannot exceed the equivalent of
twice the Participant’s annual compensation during the year immediately preceding
the Participant’s termination of employment; and




c. All payments to the Participant under the Plan are completed within 24 months
after the Participant’s termination of employment.




2. Compliance with Code Section 409A. It is intended that benefits provided under
the Plan will qualify for exemptions contained in final regulations under Code Section 409A.
Therefore, severance benefits will be paid according to the following rules.




a. Cash Severance Benefits and Cash in Lieu of COBRA Contributions. Cash
Severance Benefits and cash in lieu of COBRA contributions will be paid in a single
lump sum on or before the last day of either of the following periods, whichever is
later:




     (i) the 15th day of the third month following the end of the
calendar year in which the Participant’s Involuntary Termination occurs; or



 leadership separation plan

amendment 2008-1


 









 






     (ii) the 15th day of the third month following the end of the
Company’s fiscal year in which the Participant’s Involuntary Termination occurs.




b. Outplacement Services and Relocation Benefits. Outplacement Services and
Relocation Benefits will not be provided for periods beyond the last day of the
second calendar year following the calendar year in which the Participant’s
Involuntary Termination occurred, provided that all reimbursements must be paid not
later than the third calendar year following the calendar year in which the
Participant’s Involuntary Termination occurred.”


3. Article VI Amendment and Termination is replaced with the following:





“The Company reserves the right to amend or terminate the Plan at any time; provided,
however, that no such amendment or termination will affect the right to any unpaid benefit
of any Eligible Leadership Employee who became entitled to such benefits prior to such
amendment or termination. The Board of Directors has the authority to amend or terminate
the Plan. The Compensation Committee has the authority to amend the Plan. The Company’s
senior officer with responsibility for Human Resources has the authority to approve
technical, administrative, editorial, and compliance amendments recommended by legal
counsel, including any amendments that are necessary to bring the Plan into legal compliance
or to clarify operation of the Plan.”


Approved pursuant to proper authority this 19th day of November 2008.




	 	 	 	 	 
	 	 	NORDSTROM, INC.
	 
	 	 	 	 
	 

	 	By:
	 	Delena Sunday
	 
	 	 	 	 
	 

	 	Title:
	 	Executive Vice President
	 

	 	 	 	Human Resources and Diversity Affairs





 leadership separation plan

amendment 2008-1



2