AMENDMENT TO THE MANAGEMENT STOCKHOLDERS’ AGREEMENT

EXHIBIT 10.37

AMENDMENT TO THE

MANAGEMENT STOCKHOLDERS’ AGREEMENT

This Amendment to the Management Stockholders’ Agreement (the “Amendment”) is made effective as of January 1, 2009, by and between Neiman Marcus, Inc., a Delaware corporation (formerly known as Xxxxxx Acquisition, Inc.) (the “Company”), the Majority Stockholders (as listed on Schedule A) and the Management Stockholders (as listed on Schedule B).

W I T N E S S E T H:

WHEREAS, the Company, the Majority Stockholder and the Management Stockholder entered into the Management Stockholders’ Agreement (the “Agreement”) effective as of October 6, 2005; and

WHEREAS, the Company, the Majority Stockholder and the Management Stockholder now desire to amend the Agreement for compliance with Internal Revenue Code Section 409A and the Treasury Regulations thereunder, and to make certain other changes;

NOW, THEREFORE, pursuant to the authority reserved in Section 9, the Agreement is amended as follows:

1. The Agreement is hereby amended such that the term “Company” shall mean Neiman Marcus, Inc.

2. Section 1(j) of the Agreement is hereby amended and restated in its entirety as follows:

(j)            “Fair Market Value” shall mean, as of any date:

i.              for Common Stock not readily tradable on an established securities market (as determined in accordance with Treas. Reg. §§ 1.409A-1(b)(5)(vi)(G) and 1.409A-1(k)), the value per share of Common Stock as determined in good faith by the Board and based upon the reasonable application of a reasonable valuation method in accordance with Treas. Reg. § 1.409A-1(b)(5)(iv)(B); or

ii.             for Common Stock readily tradable on an established securities market (as determined in accordance with Treas. Reg. §§ 1.409A-1(b)(5)(vi)(G) and 1.409A-1(k)), (i) the closing price on such day of a share of Common Stock as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading or (ii) if not so reported, the average of the closing bid and ask prices on such day as reported on the National Association of Securities Dealers Automated Quotation System or (iii) if not so reported, as furnished by any member of the National Association of Securities Dealers, Inc. (“NASD”) selected by the Board.  The Fair Market Value of a share of Common Stock as of any such date on which the applicable exchange or inter-dealer quotation system through which trading in the Common Stock regularly occurs is closed shall be the Fair Market Value determined pursuant to the preceding sentence as of

the immediately preceding date on which the Common Stock is traded, a bid and ask price is reported or a trading price is reported by any member of NASD selected by the Board.  In the event that the price of a share of Common Stock shall not be so reported or furnished, the Fair Market Value shall be determined in good faith by the Board and based upon any other reasonable method using actual transactions in such Common Stock as reported by any member of NASD selected by the Board.  However, the Fair Market Value of Common Stock readily tradable on an established securities market shall in all events be determined in a manner which satisfies the requirements of Treas. Reg. § 1.409A-1(b)(5)(iv)(A).

The right to an Outside Appraisal provided for in Sections 3(b)(ii) and 3(c)(ii) shall not apply to Common Stock readily tradable on an established securities market.

3. Except as otherwise specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on this the 10th day of December, 2008.

				NEIMAN MARCUS, INC.
	By:			/s/  Xxxxxx X. Bangs
	Name:			Xxxxxx X. Bangs
	Title:			Senior Vice President

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SCHEDULE A

MAJORITY STOCKHOLDERS

				XXXXXX HOLDING, LLC
	By:			/s/ Xxxxx Xxxx
	Title:			Partner and General Counsel
				TPG XXXXXX III LLC
	By:			TPG Partners III, L.P., its Managing Member
	By:			TPG GenPar III, L.P., its General Manager
	By:			TPG Advisors III, Inc., its General Partner
	By:			/s/  Xxxxx Xxxx
	Title:			Partner and General Counsel
				TPG PARTNERS IV, L.P.
	By:			TPG GenPar IV, L.P., its General Partner
	By:			TPG Advisors III, Inc., its General Partner
	By:			/s/  Xxxxx Xxxx
	Title:			Partner and General Counsel
				TPG XXXXXX CO-INVEST I LLC
	By:			TPG GenPar IV, L.P., its Managing Member
	By:			TPG Advisors IV, Inc., its General Partner
	By:			/s/  Xxxxx Xxxx
	Title:			Partner and General Counsel
				WARBURG PINCUS PRIVATE
				EQUITY VIII, L.P.
	By:			Warburg Pincus Partners, LLC, its General Partner
	By:			Warburg Pincus & Co., its Managing Partner
	By:			/s/  Xxxxxxx Xxx
	Title:
				WARBURG PINCUS NETHERLANDS
				PRIVATE EQUITY VIII C.V.I.
	By:			Warburg Pincus Partners, LLC, its General Partner

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	By:			Warburg Pincus & Co., its Managing Member
	By:			/s/  Xxxxxxx Xxx
	Title:
				WARBURG PINCUS GERMANY
				PRIVATE EQUITY VIII K.G.
	By:			Warburg Pincus Partners, LLC, its General Partner
	By:			Warburg Pincus & Co., it Managing Member
	By:			/s/ Xxxxxxx Xxx
	Title:
				WARBURG PINCUS PRIVATE EQUITY IX, L.P.
	By:			Warburg Pincus IX LLC, its General Partner
	By:			/s/ Xxxxxxx Xxx
	Title:

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SCHEDULE B

MANAGEMENT STOCKHOLDERS

	By:			/s/ Xxxxxx X. Xxxxxx
	Name:			Xxxxxx X. Xxxxxx
	By:			/s/ Xxxxxx X. Xxxxxx
	Name:			Xxxxxx X. Xxxxxx
	By:			/s/ Xxxxxx Xxxxxx
	Name:			Xxxxxx Xxxxxx
	By:			/s/ Xxxxxx X. Xxxxxxx
	Name:			Xxxxxx X. Xxxxxxx
	By:			/s/ Xxxxx X. Gold
	Name:			Xxxxx X. Gold
	By:			/s/ Xxxx X. Xxxx
	Name:			Xxxx X. Xxxx
	By:			/s/ Xxxx X. Xxxxxxx
	Name:			Xxxx Xxxxxxxx Xxxxxxx
	By:			/s/ Xxxxxxx X. Xxxxxxx
	Name:			Xxxxxxx X. Xxxxxxx
	By:			/s/ Xxxxx X. Xxxxxx
	Name:			Xxxxx X. Xxxxxx
	By:			/s/ Xxxxxxxx Xxxxxxxx
	Name:			Xxxxxxxx Xxxxxxxx
	By:			/s/ Xxxxx X. Xxxx
	Name:			Xxxxx X. Xxxx
	By:			/s/ Xxxx X. Xxxxx
	Name:			Xxxx X. Xxxxx
	By:			/s/ Xxxxxx Xxxxxxxxx
	Name:			Xxxxxx Xxxxxxxxx
	By:			/s/ Xxxxxx Xxxx
	Name:			Xxxxxx Xxxx
	By:			/s/ Xxxxxx X’Xxx Xxxxx
	Name:			Xxxxxx X’Xxx Xxxxx

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	By:			/s/ Xxx X. Xxxxxxx
	Name:			Xxx X. Xxxxxxx
	By:			/s/ J. Xxxxxxx Xxxxxxx
	Name:			Xxxx Xxxxxxx Xxxxxxx
	By:			/s/ Xxxxxxx X. Xxxxxxx
	Name:			Xxxxxxx X. Xxxxxxx
	By:			/s/ Xxxxxx X. Xxxxxxx
	Name:			Xxxxxx X. Xxxxxxx
	By:			/s/ Xxxxx X. Xxxxxxx
	Name:			Xxxxx X. Xxxxxxx
	By:			/s/ Xxxxxxxx X. Xxxxxxxx
	Name:			Xxxxxxxx X. Xxxxxxxx
	By:			/s/ Xxxxxx X. Xxxxxxx
	Name:			Xxxxxx X. Xxxxxxx
	By:			/s/ T. Xxxx Xxxxxxxxx
	Name:			T. Xxxx Xxxxxxxxx
	By:			/s/ Xxx Xxxxxxxx
	Name:			Xxx Xxxxxxxx
	By:			/s/ Xxxxxx X. Xxxxxx
	Name:			Xxxxxx X. Xxxxxx
	By:			/s/ Xxx Xxx
	Name:			Xxx Xxx
				XXXXXX 2007 CHILDREN AND GRANDCHILDREN TRUST
	By:			/s/ Xxx X. Xxxx
	Name:			Xxx X. Xxxx, Trustee
				XXXX 2008 IRREVOCABLE TRUST
	By:			/s/ Xxxx Xxx Xxxxxxxxxxxx
	Name:			Xxxx Xxx Xxxxxxxxxxxx, Trustee

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