exv4w2



 





Exhibit 4.2



THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS
GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESS DEPOSITARY.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY IS ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) AND ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




NORDSTROM, INC.




7.00% Senior Note due January 15, 2038




			
	No. 1
	 	Principal Amount
	CUSIP No. _________
	 	$___________






          Nordstrom, Inc., a Washington corporation (hereinafter called the “Company”, which term
includes any successor Person under the Indenture referred to below), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the
principal sum of ______________________________ U.S. Dollars
(U.S.$___________) on January 15, 2038 and to pay interest thereon from
December 3, 2007 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on January 15 and July 15 in each year (each an “Interest Payment
Date”), commencing July 15, 2008 at the rate of 7.00% per annum, until the principal hereof is paid
or duly made available for payment. The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the January 1 or July 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such
interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment
Date shall forthwith cease to be payable to the registered Holder hereof on the relevant Regular
Record Date by virtue



 









 






of having been such Holder, and may be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to
Holders of Notes of this series not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.




          Payment of the principal of and the interest on this Note will be made at the office of the
Trustee (as defined below) at Wells Fargo Bank, N.A., Corporate Trust Operations, 608 Second Avenue
South, N9303-121, Minneapolis, Minnesota 55479, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company, interest may be paid by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register,
provided, further, that payment to DTC or any successor depositary may be made by wire transfer to
the account designated by DTC or such successor depositary in writing.




          This Note is one of a duly authorized issue of securities of the Company (herein called the
“Notes”), issued and to be issued in one or more series under an Indenture, dated as of December 3,
2007 (herein called, together with all indentures supplemental thereto, the “Indenture”) between
the Company and Wells Fargo Bank, N.A., as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This
Note is one of the series designated on the face hereof, limited (subject to exceptions provided in
the Indenture) to the aggregate principal amount specified in the Officer’s Certificate dated
December 3, 2007 establishing the terms of the Notes pursuant to the Indenture.




          The Company may, at its option, redeem this Note, at any time in whole or from time to time in
part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes
to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of interest accrued as
of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 45
basis points, plus accrued and unpaid interest thereon to the date of redemption.




          For purposes of the immediately preceding paragraph, the following defined terms shall have
the meanings specified:




          “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term (as measured from the date of
redemption) of the series of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such Notes.




 









 








          “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of
four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one
Reference Treasury Dealer Quotation is received, such quotation.




          “Quotation Agent” means any Reference Treasury Dealer appointed by the Company.




          “Reference Treasury Dealer” means (i) each of Banc of America Securities LLC, Goldman, Sachs &
Co. and Morgan Stanley & Co. Incorporated (or their respective affiliates that are Primary Treasury
Dealers) and their respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (ii) one other
Primary Treasury Dealer selected by the Company.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its sprincipal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding such redemption date.




          “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.




          Notwithstanding the foregoing, installments of interest on this Note that are due and payable
on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest
Payment Date to the registered Holder hereof as of the close of business on the relevant Regular
Record Date.




          Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of the Notes to be redeemed by the Company or by the Trustee on
behalf of the Company; provided that notice of redemption may be mailed more than 60 days prior to
a redemption date if the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of the Notes.




          Unless the Company defaults in payment of the redemption price, on and after the redemption
date, interest will cease to accrue on the Notes or portions thereof called for redemption. If less
than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by lot by DTC,
in the case of Notes represented by a Global Security, or by the Trustee by a method the Trustee
deems to be fair and appropriate, in the case of Notes that are not represented by a Global
Security.




          If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has
exercised its right to redeem the Notes as described above, the Company will make an offer to each
Holder of Notes to repurchase all or any part (no Note of a principal amount of




 









 







$2,000 or less will be repurchased in part) of that Holder’s Notes at a repurchase price in
cash equal to 101% of the aggregate principal amount of Notes to be repurchased plus any accrued
and unpaid interest on such Notes to the date of purchase.




          Within 30 days following any Change of Control Repurchase Event or, at the Company’s option,
prior to any Change of Control (as defined below), but after the public announcement of an
impending Change of Control, the Company will mail a notice to each Holder, with a copy to the
Trustee, describing the transaction or transactions that constitute or may constitute the Change of
Control Repurchase Event and offering to repurchase Notes on the payment date specified in the
notice, which date will be no earlier than 30 days and no later than 60 days from the date such
notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of
Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event
occurring on or prior to the payment date specified in the notice.




          The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act
of 1934, as amended, or the Exchange Act, and any other securities laws and regulations thereunder,
to the extent those laws and regulations are applicable in connection with the repurchase of the
Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control Repurchase Event provisions of
the Notes, the Company will comply with the applicable securities laws and regulations and will not
be deemed to have breached its obligations under the Change of Control Repurchase Event provisions
of the Notes by virtue of such conflict.




          On the Change of Control Repurchase Event payment date, the Company will, to the extent
lawful:





	 	(i)	 	accept for payment all Notes or portions of Notes (in
integral multiples of $1,000) properly tendered pursuant to its offer;
	 
	 	(ii)	 	deposit with the Paying Agent an amount equal to the aggregate
purchase price in respect of all Notes or portions of Notes properly tendered;
and
	 
	 	(iii)	 	deliver or cause to be delivered to the Trustee the Notes
properly accepted, together with an Officers’ Certificate stating the aggregate
principal amount of Notes being purchased by the Company.





          The Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase
price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of any Notes surrendered; provided, that each new Note will be in a minimum principal
amount of $2,000 or an integral multiple of $1,000 above that amount.




          The Company will not be required to make an offer to repurchase the Notes upon a Change of
Control Repurchase Event if a third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made by the Company and such third party
purchases all Notes properly tendered and not withdrawn under its offer.




 









 








          “Below Investment Grade Rating Event” means the rating on the Notes is lowered by each of the
Rating Agencies and the Notes are rated below Investment Grade by each of the Rating Agencies on
any date from the date of the public notice of an arrangement that could result in a Change of
Control until the end of the 60-day period following public notice of the occurrence of a Change of
Control (which period shall be extended so long as the rating of the Notes is under publicly
announced consideration for possible downgrade by any of the Rating Agencies); provided that a
Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating
shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall
not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of
Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to
which this definition would otherwise apply does not announce or publicly confirm or inform the
Trustee in writing at its request that the reduction was the result, in whole or in part, of any
event or circumstance comprised of or arising as a result of, or in respect of, the applicable
Change of Control (whether or not the applicable Change of Control shall have occurred at the time
of the Below Investment Grade Rating Event).




          “Change of Control” means the occurrence of any of the following: (1) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of its properties or assets
and those of the Company’s subsidiaries taken as a whole to any “person” or “group” (as that term
is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its
subsidiaries; (2) the adoption of a plan relating to the Company’s liquidation or dissolution;
(3) the first day on which a majority of the members of the Company’s Board of Directors are not
Continuing Directors; or (4) the consummation of any transaction or series of related transactions
(including, without limitation, any merger or consolidation) the result of which is that any
“person” or “group” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the
Company or any of its wholly-owned subsidiaries, becomes the beneficial owner, directly or
indirectly, of more than 50% of the then outstanding number of shares of its Voting Stock, measured
by voting power rather than number of shares.




          “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a
Below Investment Grade Rating Event.




          “Continuing Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (1) was a member of such Board of Directors on the date of the issuance of
the Notes; or (2) was nominated for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such Board of Directors at
the time of such nomination or election (either by a specific vote or by approval of the Company’s
proxy statement in which such member was named as a nominee for election as a director).




          “Fitch” means Fitch Ratings.




          “Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any
successor rating categories of Fitch), Baa3 or better by Moody’s (or its equivalent under any
successor rating categories of Moody’s) and BBB- or better by S&P (or its equivalent



 









 






under any successor rating categories of S&P) or the equivalent investment grade credit rating
from any additional Rating Agency or Rating Agencies selected by the Company.




          “Moody’s” means Moody’s Investors Service Inc.




          “Rating Agency” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or
S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons
outside of the Company’s control, a “nationally recognized statistical rating organization” within
the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company as a
replacement agency for Fitch, Moody’s or S&P, as the case may be.




          “S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.




          “Voting Stock” means, with respect to any person, capital stock of any class or kind the
holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election
of directors (or persons performing similar functions) of such person, even if the right so to vote
has been suspended by the happening of such a contingency.




          The Notes are not subject to any sinking fund.




          The Indenture contains provisions for Defeasance at any time of the entire indebtedness of
this Note or certain restrictive covenants and Events of Default with respect to this Note, in each
case upon compliance with certain conditions set forth in the Indenture.




          If an Event of Default with respect to Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the manner and with the
effect provided in the Indenture.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series affected thereby. The Indenture also
contains provisions permitting the Holders of specified percentages in aggregate principal amount
of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Note.




          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.




 









 








          As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place where the principal of
and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or
more new Notes of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.




          The Notes are issuable only in registered form without coupons in denominations of $2,000 and
integral multiples of $1,000. Subject to certain limitations therein set forth in the Indenture
and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this
series in different authorized denominations, as requested by the Holders surrendering the same.




          No service charge by the Company shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith, other than in certain cases provided in the
Indenture.




          Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.




          The Indenture contains provisions whereby (i) the Company may be discharged from its
obligations with respect to the Notes (subject to certain exceptions) or (ii) the Company may be
released from its obligation under specified covenants and agreements in the Indenture, in each
case if the Company irrevocably deposits with the Trustee money or U.S. Government Obligations
sufficient to pay and discharge the entire indebtedness on all Notes of this series, and satisfies
certain other conditions, all as more fully provided in the Indenture.




          This Note shall be governed by and construed in accordance with the laws of the Sate of New
York.




          All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




          Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee under the Indenture by the manual signature of one of its authorized signatories, this Note
shall not be entitled to any benefits under the Indenture or be valid or obligatory for any
purpose.




 









 








          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.




Dated: December 3, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	NORDSTROM, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Seal]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Lisa G. Iglesias
	 	 	 	 	 	Name:
	 	Michael G. Koppel	 	 
	 

	 	Title:
	 	Executive Vice President,
	 	 	 	 	 	Title:
	 	Executive Vice President and	 	 
	 

	 	 	 	General Counsel and
	 	 	 	 	 	 	 	Chief Financial Officer	 	 
	 

	 	 	 	Corporate Secretary	 	 	 	 	 	 	 	 	 	 






 









 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



Dated: December 3, 2007




	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as
Trustee

 	 
	 	By:  	 	 
	 	Authorized Signatory 	 
	 	 	 	 
	 




 









 





ABBREVIATIONS




          The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations.




	 	 	 	 	 	 	 	 	 	 	 
	TEN COM –	 	as tenants in common	 	 	 	UNIF GIFT MIN ACT 	 	— . . .Custodian..	 	 
	 

	 	
	 	 	 	 	 	(Cust) (Minor)	 	 
	TEN ENT -

	 	as tenants by the entireties
	 	 	 	 	 	Under Uniform Gifts to	 	 
	 

	 	 
	 	 	 	 	 	Minor Act	 	 
	JT TEN -

	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	
	 	 	 	 	 	(State)	 	 
	 

	 	 	 	 	 	 	 	 	 	 





Additional abbreviations may also be used though not in the above list.




 




FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



 





(Please insert Social Security
or other identifying
number of Assignee)




 


 




(Please print or typewrite name and address including postal zip code of Assignee)



 




 




the within Note of NORDSTROM, INC. and does hereby irrevocably constitute and appoint
                                        attorney to transfer the said Note on the books of the
Company, with full power of substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated:

	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 	 	 	 	 



[NOTICE: The signature to this assignment must correspond with the name as written upon the face
of the within instrument in every particular, without alteration or enlargement or any change
whatever.]