Neiman Marcus 2003 Annual Report Download - page 79

CERTIFICATE OF DESIGNATIONS
OF
SERIES B JUNIOR PARTICIPATING PREFERRED STOCK
OF
THE NEIMAN MARCUS GROUP, INC.
(Pursuant to Section 151 of the
General Corporation Law of the State of Delaware)
The Neiman Marcus Group, Inc., a corporation organized and existing under the General Corporation Law of the State of
Delaware (hereinafter called the "Company"), hereby certifies that the following resolution was duly adopted by the Board of
Directors of the Company as required by Section 151 of the General Corporation Law of the State of Delaware at a meeting duly
called and held on October 6, 1999:
RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Company (hereinafter
called the "Board of Directors" or the "Board") in accordance with the provisions of the Company's Restated Certificate of
Incorporation, as amended to date (hereinafter called the "Certificate of Incorporation"), the Board of Directors hereby creates a series
of Preferred Stock, par value $.01 per share (the "Preferred Stock"), of the Company and hereby adopts the resolution establishing the
designation, number of shares, preferences, voting powers and other rights, and the restrictions and limitations thereof, as follows: