0001193125-05-105655 Sample Contracts

AGREEMENT AND POWER OF ATTORNEY
Power of Attorney • May 12th, 2005 • Neiman Marcus Group Inc • Retail-department stores

WHEREAS, the undersigned are beneficial owners, as determined pursuant to Rule 13d-3 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, of certain shares of Class B Common Stock, $.01 par value, of The Neiman Marcus Group, Inc. (“Class B Common Stock”).

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STOCKHOLDER AGREEMENT
Stockholder Agreement • May 12th, 2005 • Neiman Marcus Group Inc • Retail-department stores

AGREEMENT, dated as of May 1, 2005 (this “Agreement”), among Newton Acquisition, Inc., a Delaware corporation (“Parent”), Newton Acquisition Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and each of the other parties signatory hereto (each a “Stockholder” and collectively the “Stockholders”).

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