NORDSTROM CREDIT INC
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>4
<FILENAME>v89151exv10w6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
<PAGE>

                                                                    Exhibit 10.6

       FIRST AMENDMENT TO CORPORATE SERVICES AGREEMENT BETWEEN NORDSTROM
                         CREDIT INC AND NORDSTROM fsb

         This First Amendment to Corporate Services Agreement ("First
Amendment") is entered into effective February 1, 2001, between Nordstrom Credit
Inc., a Colorado corporation with its corporate offices at 13531 East Caley
Avenue, Englewood, Colorado 80111 ("NCI"), and Nordstrom fsb, a nationally
chartered federal savings bank, with its main banking office located at 7320
East Butherus Drive, Suite 100, Scottsdale, Arizona 85260 ("Bank").

RECITALS:

A.  NCI and Bank are parties to that certain Corporate Services Agreement
entered into effective February 1, 2001 (the "Agreement").

B.  The Parties desire to amend the Agreement to clarify the method of
calculation of Labor Cost, as defined in the Agreement.

AMENDMENT:

Therefore, in consideration of the foregoing recitals, incorporated by this
reference, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to amend the
Agreement as follows:

1. Section 7 (b) of the Agreement is amended in its entirety to read as follows:

(b)      The total Labor Cost for the Bank employees performing such Services.
         The "Labor Cost" shall be calculated using one of the two following
         methods:

         (1) For Services performed by Bank employees in departments in which
         automated systems track employee activity, such as call center
         employees for whom phone reports are produced showing time spent
         performing Services provided hereunder, the following method shall be
         used:

         A.       The department's average hourly rate including benefits (the
                  "Department Rate") will be calculated.

         B.       The automated reports will be used to calculate the total
                  number of department employee hours spent on each Service.

         C.       The Department Rate will be applied to the hours spent on each
                  Service to determine the Labor Cost.

         (2) For Services performed by other Bank employees, the following
         method shall be used:

         A.       The Bank employee will fill out the Excel spreadsheet
                  established for time tracking purposes by the Bank's
                  accounting department, or provide information to the
                  accounting department as to the percentage of the employee's
                  time spent providing Services.

<PAGE>

         B.       The accounting department will utilize this information to
                  calculate the number of hours spent providing Services by each
                  Bank department.

         C.       The accounting department will also determine what percentage
                  of the total number of hours worked by employees of that
                  department was spent providing Services, and will further
                  determine what percentage was spent on each Service.

         D.       The percentages determined as described above will then be
                  applied to the total monthly salary amount paid to employees
                  of that department.

         E.       The salary amounts attributable to each Service, determined as
                  described above, will be added to the cost of benefits related
                  to those salary amounts to determine the Labor Cost.

         The calculation of Labor Cost as described in this Section 7(b) shall
         be applied to Services performed by both hourly and salaried employees.
         The Bank's accounting department shall periodically verify that the
         calculation of Labor Cost as described above results in Fees equal to
         or greater than the amount of Fees the Bank would have been paid if
         Labor Cost were calculated utilizing the exact wage amounts plus
         benefits of employees providing Services.

2. Except as otherwise specifically set forth above, terms used in this First
Amendment shall have the meanings defined in the Agreement. Except as otherwise
specifically amended by this First Amendment, the Agreement remains in full
force and effect according to its terms.

IN WITNESS WHEREOF, NCI and Bank have each caused this First Amendment to be
signed and delivered by its duly authorized officer, all as of the date first
set forth above.

Nordstrom Credit, Inc.                              Nordstrom fsb

By: /s/ Kevin Knight                                By: /s/ Denny Dumler
    -------------------------                           --------------------
Name:   Kevin Knight                                Name:   Denny Dumler
Title: President                                    Title: President

</TEXT>
</DOCUMENT>
