EXHIBIT 10.5

THE NEIMAN MARCUS GROUP, INC.

SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN

Amended and Restated Effective August 1, 1993

THE NEIMAN MARCUS GROUP, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS

ARTICLE PAGE
- ------- ----

Article 1.-DEFINITIONS..............................................................................5
1.1. "Augmentation Plan" ..................................................................5
1.2. "Basic Plan" .........................................................................5
1.3. "Board of Directors" .................................................................5
1.4. "CHH Plan" ...........................................................................5
1.5. "Code" ...............................................................................5
1.6. "Committee" ..........................................................................5
1.7. "Company" ............................................................................5
1.8 "Compensation.........................................................................6
1.9. "Effective Date" .....................................................................6
1.10. "Eligible Employee" .................................................................6
1.11. "Individual Pension Agreement" ......................................................7
1.12. "Minimum Salary" ....................................................................7
1.13. "Normal Form" .......................................................................7
1.14 "Participant" .......................................................................7
1.15. "Participating Employer" ............................................................7
1.16. "Plan" ..............................................................................7
1.17. "Plan Year" .........................................................................7
1.18. "Service" ...........................................................................8
1.19. "Social Security Benefit" ...........................................................8
1.20. "Spouse" ............................................................................9

Article 2.-PARTICIPATION ...........................................................................10
2.1. Commencement of Participation ........................................................10
2.2. Duration of Participation ............................................................10
2.3. Reduction in Participants ............................................................10

Article 3.-S0URCE OF BENEFIT PAYMENTS ..............................................................12

Article 4.-RETIREMENT BENEFITS .....................................................................13
4.1. Normal or Late Retirement Benefit ....................................................13
4.2. Early Retirement Benefit .............................................................13
4.3. Vested Termination Benefit ...........................................................15
4.4. Other Termination of Employment; Death................................................15
4.5. Optional Forms of Benefits ...........................................................16
4.6. Forfeiture of Benefits ...............................................................17
</Table>

<Table>

4.7. Surviving Spouse Benefit .............................................................17
4.8. Disability ...........................................................................17
4.9. No Reduction in Accrued Benefit Under CHH Plan........................................18
4.10. Lump Sum Settlements ................................................................18
4.11. Reemployment After Retirement .......................................................18

Article 5.-COMMITTEE................................................................................20
5.1. Plan Administration and Interpretation................................................20
5.2. Powers, Duties, Procedures, etc. .....................................................20
5.3. Information ..........................................................................21
5.4. Indemnification of Committee .........................................................21

Article 6. -AMENDMENT AND TERMINATION...............................................................22
6.1. Amendments ...........................................................................22
6.2. Termination of Plan...................................................................22

Article 7.-MISCELLANEOUS ...........................................................................23
7.1. Nonassignability .....................................................................23
7.2. Limitation on Participants' Rights ...................................................23
7.3. Participants Bound ...................................................................23
7.4. Receipt and Release...................................................................23
7.5. Governing Law ........................................................................24
7.6. Headings and Subheadings .............................................................24
</Table>

THE NEIMAN MARCUS GROUP, INC.

SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN

Purpose

The Company originally adopted this Plan, effective August 7, 1987, for
a select group of management personnel in order to:

(a) attract, retain and motivate qualified management
personnel;

(b) facilitate the retirement of management personnel; and

The Company hereby amends and restates the Plan to make certain changes
and clarifications. The Plan is intended to be "a plan which is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees"
within the meaning of Sections 201(2) and 301(a)(3) of ERISA, and shall be
interpreted and administered to the extent possible in a manner consistent with
that intent.

Article 1. - Definitions

Wherever used herein the following terms have the meanings set forth below,
unless a different meaning is clearly required by the context:

1.1. "Augmentation Plan" means the Augmentation to Pension Plan for
Employees of Carter Hawley Hale Stores, Inc.

1.2. "Basic Plan" means The Neiman Marcus Group, Inc. Retirement Plan
as amended from time to time. Reference to any Article or Section of the Basic
Plan shall include reference to any comparable or successor provisions of the
Basic Plan as amended from time to time.

1.3. "Board of Directors" means the Board of Directors of the Company.

1.4. "CHH Plan" means the Supplemental Executive Retirement Plan of
Carter Hawley Hale Stores, Inc, as in effect on the day before the Effective
Date.

1.5. "Code" means the Internal Revenue Code of 1986, as amended from
time to time. Reference to any Section or subsection of the Code includes
reference to any comparable or succeeding provisions of any legislation which
amends, supplements or replaces such Section or subsection.

1.6. "Committee" means the Employee Benefits Committee appointed by the
Board of Directors or its Executive Committee.

1.7. "Company" means The Neiman Marcus Group, Inc., a Delaware
corporation and any successor to all or substantially all of its assets or
business which assumes the obligations of the Company.

1.8. "Compensation" means, with respect to any given period, the
aggregate compensation, exclusive of any bonuses, paid to an Eligible Employee
by one or more Participating Employers during such period, whether before or
after he or she becomes an Eligible Employee. "Compensation" shall be determined
before any reduction under Section 125 or 40 1 (k) of the Code or under any
other deferred compensation plan or arrangement, but shall not otherwise include
any Participating Employer contributions under retirement or other benefit plans
or arrangements, or any expense reimbursements, imputed compensation, property,
or payments of compensation previously deferred. In the case of an Eligible
Employee who was, immediately prior to the Effective Date, employed by Carter
Hawley Hale Stores, Inc. ("CHH") or any of its affiliates, the term
"Participating Employer" shall, for purposes of this Section 1.7, include CHH
and its affiliates.

1.9. "Effective Date" means August 2, 1987.

1.10. "Eligible Employee" means each employee of a Participating
Employer who, on any August 1,

(a) is employed in an executive, administrative, or
professional capacity as defined in Section 13(a)(I) of the Fair Labor
Standards Act, as amended, and the regulations thereunder,

(b) participates in the Basic Plan,

(d) is not employed as a salesperson.

1.11. "Individual Pension Agreement" means a deferred compensation
agreement between a Participating Employer and an Eligible Employee which
provides for payment by the Participating Employer of supplementary retirement
benefits, but shall not include any agreement to defer compensation under The
Neiman Marcus Group, Inc. Key Employee Deferred Compensation Plan or any similar
plan or arrangement.

1.12. "Minimum Salary" means:

(a) for December 31 of each of the years 1992 through 1995,
the amount in effect under Section 414(q)(1)(B) of the Code for the
year following such December 31; and

(b) for December 31, 1996, and each December 31 thereafter,
$100,000.

1.13. "Normal Form" means a form of benefit payable monthly to an
individual during his or her lifetime, the first payment to be due on the date
of the commencement of his or her benefits under the Plan, and the last payment
to be due for the calendar month in which his or her death occurs.

1.14. "Participant" means any individual who participates in the Plan
in accordance with Article 2.

1.15. "Participating Employer" means the Company and any affiliate or
subsidiary of the Company which is a Participating Employer as defined in the
Basic Plan.

1.16. "Plan" means The Neiman Marcus Group, Inc. Supplemental Executive
Retirement Plan as set forth herein and in all subsequent amendments hereto.

1.17. "Plan Year" means the 52 or 53 week period ending on the Saturday
nearest to July 31 of each year.

1.18. "Service" means the period measured in years equal to years of
Vesting Service determined under the Basic Plan, subject to the following
special rules:

(a) Years of Vesting Service, if any, prior to the
Effective Date shall be determined in accordance with the
rules of the Pension Plan for Employees of Carter Hawley Hale
Stores, Inc. that applied on August 1, 1987 to employees hired
after June 30, 1980; and

(b) A Participant shall be credited with a full year
of Service for each partial year of Vesting Service
interrupted by a Period of Severance, provided that (i) the
Participant is credited with at least 1,000 Hours of Service
during such partial year of Vesting Service, and (ii) no more
than one year of Service shall be credited during any 12-month
period.

1.19. "Social Security Benefit" means, in the case of each Participant,
the estimated amount of the monthly primary old age insurance benefit available
to him at age 65 under the Social Security Act as in effect on the earliest of
his or her Normal Retirement Date, Termination of Employment or death. The
amount shall be computed upon the assumption that the Participant has been
continuously covered under said Act since the later of 1951 or his or her 21st
birthday, and that his or her remuneration for employment for the calendar year
preceding the date of his or her Normal Retirement, Termination of Employment or
death, whichever is earliest, was equal to that portion of his compensation for
such year that would be subject to tax under Section 3101(a) of the Code without
the dollar limitation of Code Section 3121(a)(1), and his or her remuneration
for each prior calendar year was equal to the assumed remuneration for the
subsequent year divided by 1.06. If a Participant has a Termination of
Employment

for any reason, or becomes Totally and Permanently Disabled, prior to his or her
Normal Retirement Date, in determining his or her Social Security Benefit,
earnings for the calendar year of such termination or disability and each
subsequent calendar year prior to his or her Normal Retirement Date shall be
assumed to be equal to that portion of his or her compensation for the calendar
year prior to the year of termination or disability that would be subject to tax
under Section 3101(a) of the Code without the dollar limitation of Code Section
3121(a)(1).

1.20. "Spouse" means the lawfully married husband or wife of a
Participant, determined at the time of the Participant's death or, if earlier,
as of the first day of the first month for which benefits are payable under the
Plan.

Unless defined herein, any capitalized word, phrase or term used in this Plan
shall have the meaning given to it in the Basic Plan.

Article 2. - PARTICIPATION

2.1. Commencement of Participation. Any individual who was a
Participant in the Plan on July 31, 1993 will, subject to Sections 2.2 and 2.3,
continue to be a Participant under this restatement of the Plan. Any other
individual who is an Eligible Employee on August 1, 1993 or any subsequent
August 1 shall become a Participant on such August 1.

2.2. Duration of Participation. Subject to Section 2.3, an individual
who has become a Participant in the Plan shall continue to be a Participant as
long as he or she remains an employee of a Participating Employer or is entitled
to a benefit under the Plan, even though his or her base salary after becoming a
Participant later falls below the then applicable base salary level specified in
Section 1.10. A Participant will cease to be a Participant when he or she is
neither employed by a Participating Employer nor entitled to receive a benefit
under the Plan.

2.3. Reduction in Participant. Notwithstanding any other provision of
the Plan to the contrary, the Committee may terminate the right of any
Participant or Eligible Employee to participate in the Plan if the Committee
deems such action to be necessary to preserve the status of the Plan as "a plan
which is unfunded and is maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees" within the meaning of Sections 201 (2) and 301(a)(3) of
ERISA. In the event a Participant's participation is terminated under this
Section 2.3, the Participant shall not be entitled to any benefits under the
Plan except to the extent such benefits would be protected under Section 6.2 if
the Plan were then terminated.

The Committee may, in its discretion, direct the Participant's Participating
Employer to pay to the Participant the present value of any such protected
benefits, or to provide for payment of such benefits through another plan, or
may direct a combination of the foregoing, in lieu of providing such benefits
under this Plan, and such payment or provision (or both) shall be in complete
satisfaction of the Participant's rights under this Plan.

Article 3. - SOURCE OF BENEFIT PAYMENTS

Nothing in this Plan will be construed to create a trust or to obligate
the Participating Employers or any other person to segregate a fund, purchase an
insurance contract, or in any other way currently to fund the future payment of
any benefits hereunder, nor will anything herein be construed to give any
employee or any other person rights to any specific assets of the Participating
Employers or of any other person. Any benefits which become payable hereunder
shall be paid from the general assets of the Participating Employers.

Article 4. - RETIREMENT BENEFITS

4.1. Normal or Late Retirement Benefit. The amount of the monthly
retirement benefit payable under the Plan to a Participant who retires on or
after his or her Normal Retirement Date, commencing on the first day of the
month coinciding with or next following his or her retirement and payable in the
Normal Form, will be equal to (a) minus (b), but not less than zero, where:

(a) is 50% of the Participant's average monthly Compensation
for the highest sixty consecutive months preceding retirement, less 60%
of the Participant's Social Security Benefit, the result multiplied by
a fraction the numerator of which is the Participant's years of Service
(not in excess of 25) and the denominator of which is 25; and

(b) is the monthly normal or late retirement benefit payable
to the Participant under the Basic Plan (increased by his or her
monthly benefit, if any, under the Augmentation Plan and any Individual
Pension Agreement), calculated as though payable in the Normal Form.

4.2. Early Retirement Benefit.

(a) The amount of the monthly retirement benefit under this
Plan payable in the Normal Form to a Participant who has attained age
55 with at least 10 years of Service, and who retires thereafter (but
prior to his or her Normal Retirement Date), shall equal (1) minus (2),
but not less than zero, where:

(1) is the amount determined under Section 4.1(a)
above, unreduced for early commencement if the benefit
starting date is on or after the Participant's 62nd birthday,
reduced by 1/600th for each month

between the Participant's 60th and 62nd birthday by which the
benefit starting date precedes the month in which the
Participant attains age 62, and reduced further by 1/240th for
each month by which the benefit starting date precedes the
month in which the Participant attains age 60; and

(2) is the Participant's monthly early retirement
benefit, if any, under the Basic Plan (increased by his or her
monthly early retirement benefit, if any, under the
Augmentation Plan and any Individual Pension Agreement),
calculated as though payable in the Normal Form.

If the Participant is not eligible for an early retirement benefit
under the Basic Plan (or, if applicable, the Augmentation Plan or any Individual
Pension Agreement) at the time a benefit becomes payable under this Plan, the
monthly benefit under this Plan will be determined without reduction for such
early retirement benefit until such time as the Participant could begin to
receive a benefit under the Basic Plan (or Augmentation Plan or Individual
Pension Agreement), and will then be reduced by the amount of each such benefit
calculated as though payable in the Normal Form.

(b) The monthly benefit payable to a Participant under this Section 4.2
shall commence at the same time as the early retirement benefit payable under
the Basic Plan. However, if no benefit is payable to a Participant under the
Basic Plan before his or her Normal Retirement Date, the benefit payable under
this Section 4.2 shall commence on the first day of the month coinciding with or
next following the Participant's retirement, or such later month (up to the
Participant's Normal Retirement Date) as the Participant may elect. Such
election must be made at least 90 days before

benefits would otherwise commence. In each case the reductions applicable under
paragraph (a)(1) shall reflect the actual date as of which benefits commence.

4.3. Vested Termination Benefit. Any Participant who has a Termination
of Employment after he or she has completed at least 5 years of Service, but
before he or she has satisfied the requirements for early retirement hereunder,
shall be entitled to a monthly benefit payable in the Normal Form, commencing at
the same time as the Participant's vested benefit under the Basic Plan, in an
amount equal to (a) below (reduced by the applicable factor set forth in Section
4.2(a)(1) above) minus (b) below, but not less than zero, where:

(a) is 50% of the Participant's average monthly Compensation
for the highest sixty consecutive months preceding the Termination of
Employment, less 60% of the Participant's Social Security Benefit, the
result multiplied by a fraction the numerator of which is the
Participant's years of Service and the denominator of which is the
greater of 25 years or the number of years of Service the Participant
would have had if he or she continued employment with a Participating
Employer without interruption until his or her Normal Retirement Date;
and

(b) is the Participant's monthly benefit under the Basic Plan
(increased by his or her monthly benefit, if any, under the
Augmentation Plan and any Individual Pension Agreement), calculated as
though payable in the Normal Form.

4.4. Other Termination of Employment; Death. If a Participant has a
Termination of Employment for any reason prior to the time he or she is eligible
for a retirement or

vested benefit under Section 4.1, 4.2 or 4.3, no benefit shall be payable under
this Plan. In the event a Participant dies prior to the commencement of benefit
payments hereunder, then except as provided in Section 4.7 no benefits shall be
payable hereunder following the Participant's death. In the event a Participant
dies after the commencement of benefit payments hereunder, payments shall
continue to be made following his or her death only if the Participant has
chosen an optional form of benefit under Section 4.5 and then only to the
extent, if any, provided under such optional form of benefit.

4.5. Optional Forms of Benefits. A Participant may elect to receive, in
lieu of the retirement benefit otherwise payable to him or her in the Normal
Form pursuant to Section 4.1, 4.2 or 4.3, retirement benefits of Actuarial
Equivalent value payable in any of the optional forms available under the Basic
Plan, provided that no optional form of benefit shall be available to a married
Participant, other than a 50% contingent annuity form protecting the
Participant's Spouse, without the written consent of such Spouse. The Committee
shall notify each Participant of the options available to him and shall provide
forms for election of such options. The Participant shall be entitled to elect
one of the foregoing options (or to revoke any such election) within the 90-day
period prior to the commencement of benefits. The election of one of the options
provided for in this Section 4.5 shall become effective as of the first day of
the first month for which benefits are payable to the Participant under the
Plan, and may not be rescinded or modified thereafter. Should the Participant's
Spouse or other beneficiary die prior to such effective date, the Participant's
election will be void and the Participant's retirement benefit will be paid to
him as though he or she had made no election unless the

Participant makes a new election prior to such effective date.

4.6. Forfeiture of Benefits. Notwithstanding any provision of this Plan
to the contrary, no benefits shall be payable under this Plan with respect to
any Participant who confesses to, or is convicted of, any act of fraud, theft or
dishonesty arising in the course of, or in connection with, his or her
employment with a Participating Employer. The Committee's decision as to the
applicability of this Section 4.6 in any case shall be fixed and binding on all
persons.

4.7. Surviving Spouse Benefit. In the event a Participant dies on or
after the earliest date as of which he or she becomes eligible for a benefit
under Section 4.1, 4.2 or 4.3 but prior to the first day of the first month for
which benefits are payable to him or her under this Plan, and such Participant
is survived by a Spouse, a monthly surviving spouse benefit shall be payable to
such Spouse commencing as of the month the pre-retirement death benefit under
the Basic Plan commences to be paid to the Spouse (the "survivor benefit
commencement date") and ending with the month in which the Spouse's death
occurs. The monthly surviving spouse benefit shall be computed as though the
Participant had terminated employment on the date of his or her death (if not
already terminated), had chosen to have benefit payments commence in the 50%
contingent annuity form described in Section 4.5 on the survivor benefit
commencement date, and had survived to and died on the day following such
commencement date.

4.8. Disability. Any Participant who becomes Totally and Permanently
Disabled at a time when he or she has ten or more years of Service but before
Normal Retirement Age shall continue to have Service credited on his or her
behalf until the earlier of his or her Normal Retirement Date or the date on
which he or she is no longer

Totally and Permanently Disabled (or, if he or she returns to work at that time
for a Participating Employer, until his or her subsequent retirement or other
termination of employment).

4.9. No Reduction in Accrued Benefit Under CHH Plan. Notwithstanding
any other provision of the Plan, in the case of a Participant who was a
participant in the CHH Plan on the day before the Effective Date, any benefit
payable to the Participant under Section 4.1, 4.2, or 4.3 in the Normal Form
will not be less than the benefit that would have been payable to the
Participant in the Normal Form, commencing at the same time, under the CHH Plan
as in effect on the day before the Effective Date if the Participant's
employment had terminated on that date. For purposes of the preceding sentence,
a Participant will be deemed to have satisfied the age and service requirements
for entitlement to benefits under the CHH Plan and from the Pension Plan for
Employees of Carter Hawley Hale Stores, Inc. on the day before the Effective
Date, but the Participant's actual age and Service will be taken into account in
computing the amount of benefit that would have been payable to the Participant
under the CHH Plan.

4.10. Lump Sum Settlements. Notwithstanding any other provisions of the
Plan to the contrary, if any benefit payable under the Plan is less than $50 per
month, such benefit shall instead be paid in a single lump sum of Actuarial
Equivalent value.

4.11. Reemployment After Retirement. Any benefit payable under the Plan
to a Participant shall cease as of the date of rehire if the Participant is
reemployed by a Participating Employer and shall resume following subsequent
retirement or other Termination of Employment in accordance with the applicable
provisions of this Article 4. The retirement benefit subsequently payable shall
be computed in accordance with

this Article 4 on the basis of service and compensation to the time of such
subsequent Termination of Employment, but shall be reduced by the Actuarial
Equivalent of any payments previously made under the Plan, including lump sum
payments or amounts applied to purchase annuity contracts. In no event shall the
aggregate benefits of any rehired Participant be greater than the benefit he or
she would have received if all his or her service had been one continuous period
of employment.

Article 5. - COMMITTEE

5.1. Plan Administration and Interpretation. The Committee shall have
complete control over the administration of the Plan. The Committee shall have
complete control and authority to determine the rights and benefits and all
claims, demands and actions arising out of the provisions of the Plan of any
Participant, beneficiary, deceased Participant, or other person having or
claiming to have any interest under the Plan. All rules and decisions of the
Committee shall be uniformly and consistently applied to all Participants and
other claimants in similar circumstances. When making a determination or
calculation, the Committee shall be entitled to rely on information furnished by
a Participant, a beneficiary, the Participating Employers, the legal counsel of
a Participating Employer or the Committee, or the Actuary. Subject to applicable
laws and regulations, for all purposes of administration and interpretation of
the Plan, the Committee shall consider the Plan as if it were maintained by a
single employer for the benefit of all Participants by whomever employed. The
Committee shall be deemed to be the Plan administrator with responsibility for
complying with any reporting and disclosure requirements of ERISA.

5.2. Powers, Duties, Procedures, etc. The Committee shall have such
powers and duties, may adopt such rules and tables, may act in accordance with
such procedures, may appoint such officers or agents, may delegate such powers
and duties, may receive such reimbursements and compensation, and shall follow
such claims and appeal procedures with respect to the Plan as are permitted or
required under the terms of the Basic Plan.

5.3. Information. To enable the Committee to perform its functions, the
Participating Employers shall supply full and timely information to the
Committee on all matters relating to the compensation of Participants, their
employment, retirement, death, the cause for termination of employment, and such
other pertinent facts as the Committee may require.

5.4. Indemnification of Committee. The Company agrees to indemnify and
to defend to the fullest extent permitted by law any officer or employee of any
Participating Employer who serves as a member of the Committee (including any
such individual who formerly served as a member of the Committee) against all
liabilities, damages, costs and expenses (including attorneys' fees and amounts
paid in settlement of any claims approved by the Company) occasioned by any act
or omission to act in connection with the Plan, if such act or omission is in
good faith.

Article 6. - AMENDMENT AND TERMINATION

6.1. Amendments. The Company shall have the right to amend this Plan
from time to time by resolution of the Board of Directors or its Executive
Committee and to amend or cancel any amendments. Any such amendment shall be
stated in an instrument in writing, executed by the Company in the same manner
as this Plan.

6.2. Termination of Plan. This Plan is strictly a voluntary undertaking
on the part of the Company and shall not be deemed to constitute a contract
between the Company and any Eligible Employee (or any other employee) or a
consideration for, or an inducement or condition of employment for, the
performance of services by any Eligible Employee (or other employee). The
Company reserves the right to terminate this Plan at any time and, in the event
of such termination, to pay no benefits to any Participant who has neither
completed 5 years of Service nor attained age 65. No such termination shall
result in the reduction of (a) benefits that have commenced before the date of
termination, (b) benefits accrued as of that date by any Participant who has
completed at least 5 years of Service or attained age 65 by that date, or (c)
benefits accrued under the CHH Plan as of the day before the Effective Date by
any Participant who was a participant in the CHH Plan on that day.

Article 7. - MISCELLANEOUS

7.1. Nonassignability. None of the benefits, payments, proceeds or
claims of any Participant or beneficiary shall be subject to any claim of any
creditor and, in particular, the same shall not be subject to attachment or
garnishment or other legal process by any creditor, nor shall any Participant or
beneficiary have any right to alienate, anticipate, commute, pledge, encumber or
assign any of the benefits or payments or proceeds which he or she may expect to
receive, contingently or otherwise, under this Plan.

7.2. Limitation on Participants' Rights. Participation in this Plan
shall not give any Eligible Employee the right to be retained in the employ of a
Participating Employer or any right or interest in the Plan other than as herein
provided. Each Participating Employer reserves the right to dismiss any Eligible
Employee without any liability for any claim against the Participating Employer,
except to the extent provided herein.

7.3. Participants Bound. Any action with respect to this Plan taken by
the Committee, the Company, or any other Participating Employer, or any action
authorized by or taken at the direction of the Committee, the Company, or any
other Participating Employer, shall be conclusive upon all Participants and
beneficiaries entitled to benefits under the Plan.

7.4. Receipt and Release. Any payment to any Participant or beneficiary
in accordance with the provisions of this Plan shall, to the extent thereof, be
in full satisfaction of all claims against the Company, any other Participating
Employer, and the Committee, and the Committee may require such Participant or
beneficiary, as a condition precedent to such payment, to execute a receipt and
release to such effect. If

any Participant or beneficiary is determined by the Committee to be incompetent
by reason of physical or mental disability (including minority) to give a valid
receipt and release, the Committee may cause the payment or payments becoming
due to such person to be made to another person for his or her benefit without
responsibility on the part of the Committee, the Company, or any other
Participating Employer to follow the application of such funds.

7.5. Governing Law. This Plan shall be construed, administered, and
governed in all respects under and by the laws of the Commonwealth of
Massachusetts. If any provision shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.

7.6. Headings and Subheadings. Headings and subheadings in this Plan
are inserted for convenience only and are not to be considered in the
construction of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer, effective as of the first day of August, 1993.

THE NEIMAN MARCUS GROUP, INC.

By: /s/ (signature illegible)
---------------------------------