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8. Interpretation of Plan and this Agreement. This Agreement is being entered into pursuant to the Plan and shall be

governed in all respects by the terms and provisions of the Plan, which are incorporated herein by this reference. In the case of any

inconsistency between the Plan and this Agreement, the Plan provisions shall control. Capitalized terms used and not defined in this

Agreement shall have the respective meanings given them in the Plan. As used herein the term "employee" shall mean an employee

of the Corporation or of any subsidiary of the Corporation, and members of the Board, and the term "subsidiary of the Corporation"

shall mean a subsidiary corporation as defined in Section 424 of the Internal Revenue Code of 1986, as amended. In all respects,

questions of interpretation and application of the Plan and of this Agreement shall be determined by a majority of the Committee, as it

may from time to time be constituted, and the determinations of such majority shall be final and binding upon all persons.

9. Choice of Law; Exclusive Forum; Consent to Jurisdiction; Waiver of Right to Contest Removal and to Jury Trial. The

validity, performance and enforceability of this Agreement shall be determined and governed by the laws of the State of Texas,

without regard to its conflict of laws principles. The exclusive forum for any action concerning this Agreement or the transactions

contemplated hereby shall be in a court of competent jurisdiction in Dallas County, Texas, with respect to a state court, or the Dallas

Division of the United States District Court for the Northern District of Texas, with respect to a federal court. THE EMPLOYEE

HEREBY CONSENTS TO THE EXERCISE OF JURISDICTION OF A COURT IN THE EXCLUSIVE FORUM AND WAIVES

ANY RIGHT HE OR SHE MAY HAVE TO CHALLENGE OR CONTEST THE REMOVAL AT ANY TIME BY THE

CORPORATION TO FEDERAL COURT OF ANY SUCH ACTION HE OR SHE MAY BRING AGAINST IT IN STATE COURT.

THE EMPLOYEE AND THE CORPORATION FURTHER HEREBY MUTUALLY WAIVE THEIR RIGHT TO TRIAL BY JURY

IN ANY ACTION CONCERNING THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY.

EXECUTED at Dallas, Texas, as of the date appearing in the first paragraph of this Agreement.

THE NEIMAN MARCUS GROUP, INC.

Nelson A. Bangs,

Senior Vice President & General Counsel

, Employee