Neiman Marcus 2003 Annual Report Download - page 72

EXHIBIT 4.1
CERTIFICATE OF DESIGNATIONS
OF
SERIES A 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:
Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred
Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be 100,000. Such
number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities
issued by the Company convertible into Series A Preferred Stock.