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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of May 1, 2005 (this "Agreement"), among NEWTON ACQUISITION, INC., a

Delaware corporation ("Parent"), NEWTON ACQUISITION MERGER SUB, INC., a Delaware corporation and a direct wholly-

owned subsidiary of Parent ("Merger Sub"), and THE NEIMAN MARCUS GROUP, INC., a Delaware corporation (the "Company").

WHEREAS, the Board of Directors of the Company has unanimously (i) determined that it is in the best interests of the Company

and the stockholders of the Company, and declared it advisable, to enter into this Agreement with Parent and Merger Sub providing

for the merger (the "Merger") of Merger Sub with and into the Company in accordance with the General Corporation Law of the State

of Delaware (the "DGCL"), upon the terms and subject to the conditions set forth herein, (ii) approved this Agreement in accordance

with the DGCL, upon the terms and subject to the conditions set forth herein, and (iii) resolved to recommend adoption of this

Agreement by the stockholders of the Company;

WHEREAS, the Boards of Directors of Parent and Merger Sub have each approved, and the Board of Directors of Merger Sub has

declared it advisable for Merger Sub to enter into, this Agreement providing for the Merger in accordance with the DGCL, upon the

terms and subject to the conditions set forth herein; and

WHEREAS, in order to induce Parent and Merger Sub to enter into this Agreement, and as a condition to their doing so,

simultaneously with the execution and delivery of this Agreement, Parent and the Company are entering into a Stockholder

Agreement with certain stockholders of the Company (the "Stockholder Agreement") pursuant to which such stockholders have

irrevocably agreed, among other things, to vote or cause to be voted in favor of the adoption of this Agreement all shares of Company

Common Stock beneficially owned by such stockholder in accordance with and subject to the terms set forth in the Stockholder

Agreement.