**EXHIBIT 10.34**

**MANAGEMENT STOCKHOLDERS’ AGREEMENT**

MANAGEMENT STOCKHOLDERS’AGREEMENT (this “Agreement”), dated as of October 6, 2005, betweenNewton Acquisition, Inc. (the “Company”), the Majority Stockholder (asdefined below) and the individuals listed on Schedule A attached hereto (the “ManagementStockholder”).

WHEREAS, the ManagementStockholder may be the owner of shares of common stock of the Company, $0.01par value per share (“Common Stock”) and/or may be granted options topurchase Common Stock (the “Options”), pursuant to The NewtonAcquisition, Inc. Management Equity Incentive Plan (the “Plan”); and

WHEREAS, as a conditionto the issuance of any shares of Common Stock by the Company to the ManagementStockholder, the Management Stockholder is required to execute this Agreement;and

WHEREAS, the ManagementStockholder, the Majority Stockholder and the Company desire to enter into thisAgreement and to have this Agreement apply to any shares of Common Stockacquired by the Management Stockholder from whatever source (in the aggregate,the “Shares”);

NOW THEREFORE, inconsideration of the premises hereinafter set forth, and other good andvaluable consideration, the receipt of which is hereby acknowledged, theparties hereto agree as follows.

1.             Definitions.  As used in this Agreement, the followingcapitalized terms shall have the following meanings:

(a)           “Affiliate” shall means, withrespect to any entity, any other corporation, organization, association,partnership, sole proprietorship or other type of entity, whether incorporatedor unincorporated, directly or indirectly controlling or controlled by or underdirect or indirect common control with such entity.

(b)           “Board” shallmean the Board of Directors of the Company or any committee appointed by theBoard to administer the Plan pursuant to the terms of the Plan.

(c)           “Cause” shall mean, when usedin connection with the termination of a Management Stockholder’s Employment,unless otherwise provided in any stock option grant agreement entered between theCompany and the Management Stockholder with respect to any Options that may begranted under the Plan, effective employment agreement or other writtenagreement with respect to the termination of a Management Stockholder’sEmployment, the termination of the Management Stockholder’s Employment with theCompany and all Affiliates on account of****(i)a failure of the Management Stockholder to substantially perform his or herduties (other than as a result of physical or mental illness or injury) thathas continued after NMG has provided written notice of such failure andExecutive has not cured such failure within 30 days of the date of such writtennotice; (ii) the Management Stockholder’s willful misconduct or grossnegligence which is materially injurious to the Company; (iii) a breach by aManagement Stockholder of the Management Stockholder’s fiduciary duty or dutyof loyalty to the Company and its Affiliates; (iv) the Management Stockholder’sunauthorized removal from the premises of the Company or an Affiliate of anydocument (in any medium or form) relating to the Company or an Affiliate or thecustomers of the Company or an Affiliate; or (v) the commission by theManagement Stockholder of any felony or other serious crime involving moralturpitude.  Any rights the Company or anAffiliate may have hereunder in respect of the events giving rise to Causeshall be in addition to the rights the Company or Affiliate may have under anyother agreement with the Management Stockholder or at law or in equity.  If, subsequent to a Management Stockholder’stermination of Employment, it is discovered that such Management Stockholder’sEmployment could have been terminated for Cause, the Management Stockholder’sEmployment shall, at the election of the Board, in its sole discretion, bedeemed to have been terminated for Cause retroactively to the date the eventsgiving rise to Cause occurred. Notwithstanding the foregoing, a failure to meet performanceexpectations shall not, by itself, constitute Cause hereunder where the Boarddetermines that the Management Stockholder has performed his duties in goodfaith.

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(d)           “Change ofControl” shall mean the occurrence of any of the following events after theEffective Time: (i) any sale, lease, exchange or other transfer (in onetransaction or a series of related transactions) of all or substantially all ofthe assets of the Company on a consolidated basis to any Person or group ofrelated persons for purposes of Section 13(d) of the Exchange Act (a “Group”),together with any Affiliates thereof other than to a Majority Stockholder; (ii) theapproval by the holders of the outstanding voting power of the Company of anyplan or proposal for the liquidation or dissolution of the Company; (iii) (A)any Person or Group (other than the Majority Stockholder) shall become thebeneficial owner (within the meaning of Section 13(d) of the Exchange Act),directly or indirectly, of Common Stock representing more than 40% of theaggregate outstanding voting power of the Company and such Person or Groupactually has the power to vote such Common Stock in any such election and (B)the Majority Stockholder beneficially owns (within the meaning of Section 13(d)of the Exchange Act), directly or indirectly, in the aggregate a lesserpercentage of the voting power of the Company than such other Person or Group;(iv) the replacement of a majority of the Board over a two-year period from thedirectors who constituted the Board at the beginning of such period, and suchreplacement shall not have been approved by a vote of at least a majority ofthe Board then still in office who either were members of such Board at thebeginning of such period or whose election as a member of such Board waspreviously so approved or who were nominated by, or designees of, a MajorityStockholder; or (v) consummation of a merger or consolidation of the Companywith another entity in which holders of the Common Stock of the Companyimmediately prior to the consummation of the transaction hold, directly orindirectly, immediately following the consummation of the transaction, lessthan 50% of the common equity interest in the surviving corporation in suchtransaction and the Majority Stockholder does not hold a sufficient amount ofvoting power (or similar securities) to elect a majority of the survivingentity’s board of directors.

Notwithstandingthe foregoing, a Change of Control shall not be deemed to occur as a result ofany event or transaction to the extent that treating such event or transactionas a Change of Control would cause any tax to become due under Section 409A ofthe Code.

(e)                                  “Code” shall mean the InternalRevenue Code of 1986, as amended.

(f)            “Disability”shall mean, unless otherwise provided in any stock option grant agreemententered between the Company and the Management Stockholder with respect to anyOptions that may be granted under the Plan, effective employment agreement orother written agreement, a permanent disability as defined in the Company’s oran Affiliate’s disability plans, or as defined from time to time by theCompany, in its discretion.

(g)           “EffectiveTime” shall have the meaning set forth in the Agreement and Plan of Mergerby and among the Company, Newton Acquisition Merger Sub, Inc. and The NeimanMarcus Group, Inc, dated as of May 1, 2005.

(h)           “Employment” shall meanemployment with the Company or any Affiliate and shall include the provision ofservices as a director or consultant for the Company or any Affiliate.  “Employee”and “Employed” shall have correlative meanings.

(i)            “Exchange Act” shall mean theSecurities Exchange Act of 1934, as amended.

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

i.      prior tothe existence of a Public Market (as defined in Section 6 below) for the CommonStock, the value per share of Common Stock as determined in good faith by theBoard; or

ii.     on whicha Public Market for the Common Stock exists, (i) closing price on such day of ashare of Common Stock as reported on the principal securities exchange on whichshares of Common Stock are then listed or admitted to trading or (ii) if not soreported, the average of the closing bid and ask prices on such day as reportedon the National Association of Securities Dealers Automated Quotation System or(iii) if not so reported, as furnished by any member of the NationalAssociation of Securities Dealers, Inc. (“NASD”) selected by theBoard.  The Fair Market Value of a shareof Common Stock as of any such date on which the applicable exchange orinter-dealer quotation system through which trading in the Common Stockregularly occurs is closed shall be the Fair Market Value determined pursuantto the preceding sentence as of the immediately preceding date on which the

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Common Stock is traded, a bid and ask price is reported or a tradingprice is reported by any member of NASD selected by the Board.  In the event that the price of a share ofCommon Stock shall not be so reported or furnished, the Fair Market Value shallbe determined by the Board in good faith to reflect the fair market value of ashare of Common Stock.

(k)           “Good Reason”shall mean, unless otherwise provided in any stock option grant agreemententered between the Company and the Management Stockholder with respect to anyOptions that may be granted under the Plan, effective employment agreement orother written agreement with respect to the termination of a ManagementStockholder’s Employment,  (i) a materialdiminution in a Management Stockholder’s duties and responsibilities other thana change in such Management Stockholder’s duties and responsibilities thatresults from becoming part of a larger organization following a Change ofControl, (ii) a decrease in a Management Stockholder’s base salary, bonusopportunity or benefits other than a decrease in bonus opportunity or benefitsthat applies to all employees of the Company or its Affiliates otherwiseeligible to participate in the affected plan, or (iii) a relocation of aManagement Stockholder’s primary work location more than 50 miles from theManagement Stockholder’s work location immediately prior to the ManagementStockholder’s execution of this Agreement, without the Management Stockholder’sprior written consent; provided that, within thirty days following theoccurrence of any of the events set forth herein, the Management Stockholdershall have delivered written notice to the Company of his or her intention toterminate his or her Employment for Good Reason, which notice specifies inreasonable detail the circumstances claimed to give rise to the ManagementStockholder’s right to terminate Employment for Good Reason, and the Companyshall not have cured such circumstances within thirty days following theCompany’s receipt of such notice.

(l)            “MajorityStockholder,” for purposes of this Agreement, shall mean, collectively orindividually as the context requires, Newton Holding, LLC, TPG Newton III, LLC, TPGPartners IV, L.P., TPG Newton Co-Invest I, LLC, Warburg Pincus PrivateEquity VIII, L.P., Warburg PincusNetherlands Private Equity VIII C.V. I, Warburg Pincus Germany Private EquityVIII K.G , Warburg Pincus Private Equity IX, L.P and/or their respectiveAffiliates.

(m)          “Person” means an individual,partnership, corporation, limited liability company, unincorporatedorganization, trust or joint venture, or a governmental agency or political subdivisionthereof.

(n)           “Retirement”shall mean, when used in connection with the termination of a ManagementStockholder’s Employment, a voluntary resignation of Employment by theManagement Stockholder that occurs on or after (i) the first date on which theManagement Stockholder has both attained age 60 and completed 10 years ofservice with the Company or its Affiliates or (ii) the date on which theManagement Stockholder attains age 65.

(o)           “Securities Act”shall mean the Securities Act of 1933, as amended.

(p)           “Transfer” shall mean anytransfer, sale, assignment, gift, testamentary transfer, pledge, hypothecationor other disposition of any interest.  “Transferee”and “Transferor” shall have correlative meanings.

 

2.             Investment; Issuance of Shares.

(a)           The Management Stockholder representsthat the Shares are being acquired for investment and not with a view towardthe distribution thereof.

(b)           Issuance of Shares.  The Management Stockholder acknowledges andagrees that the certificate for the Shares shall bear the following legends(except that the second paragraph of this legend shall not be required afterthe Shares have been registered and except that the first paragraph of thislegend shall not be required after the termination of this Agreement):

**Theshares represented by this certificate are subject to the terms and conditionsof a Management Stockholders’ Agreement dated as of October 6, 2005 and may notbe sold, transferred, hypothecated, assigned or encumbered, except as may bepermitted by the aforesaid Agreement.  A**

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**copy ofthe Management Stockholders’ Agreement may be obtained from the Secretary ofthe Company.**

**Theshares represented by this certificate have not been registered under theSecurities Act of 1933.  The shares havebeen acquired for investment and may not be sold, transferred, pledged orhypothecated in the absence of an effective registration statement for theshares under the Securities Act of 1933 or an opinion of counsel for theCompany that registration is not required under said Act.**

Upon the termination ofthis Agreement, or upon registration of the Shares under the Securities Act,the Management Stockholder shall have the right to exchange any Sharescontaining the above legend (i) in the case of the registration of the Shares,for Shares legended only with the first paragraph described above and (ii) inthe case of the termination of this Agreement, for Shares legended only withthe second paragraph described above.

3.             Transferof Shares; Call Rights; Put Rights.

(a)           The Management Stockholder agreesthat he will not cause or permit the Shares or his interest in the Shares to besold, transferred, hypothecated, assigned or encumbered except as expresslypermitted by this Section 3; provided, however, that the Sharesor any such interest may be Transferred (i) on the Management Stockholder’sdeath by bequest or inheritance to the Management Stockholder’s executors,administrators, testamentary trustees, legatees or beneficiaries, (ii) subjectto compliance with all applicable tax, securities and other laws, any “FamilyMember” as such term is defined in the Form S-8 Registration Statement underthe Securities Act as of the date of Transfer, and (iii) in accordance withSection 4 of this Agreement, subject in each case to the agreement by eachTransferee (other than the Company or as otherwise permitted by the Company) inwriting to be bound by the terms of this Agreement as if such Transferee hadbeen an original signatory hereto and provided in any such case that, in thecase of a Transfer pursuant to Section 3(a)(i) or (ii), such Transfer will notbe permitted if it would cause the Company to be required to register theCommon Stock under Section 12(g) of the Exchange Act.

(b)           (i) In the event the Management Stockholder’s Employment with the Company isterminated by the Company for Cause or by the Management Stockholder for anyreason other than Good Reason, death, Disability or Retirement, the Company (orits designated assignee) shall have the right, during the 120-day periodfollowing the later to occur of (x) such termination of Employment and (y) thedate on which the Management Stockholder or Transferee has held the Shares mostrecently acquired to be sold pursuant to this Section 3(c) for at least six (6)months, to purchase from the Management Stockholder or the ManagementStockholder’s Transferee, and upon the exercise of such right the ManagementStockholder or such Transferee shall sell to the Company (or its designatedassignee), all or any portion of the Shares acquired by the ManagementStockholder or Transferee on the exercise of Options and held by the ManagementStockholder or Transferee as of the date as of which such right is exercised ata per Share price equal to the Fair Market Value of a share of Common Stockdetermined as of the date such right is exercised.  The Company (or its designated assignee)shall exercise such right by delivering to the Management Stockholder orTransferee, as applicable, a written notice specifying its intent to purchaseShares held by the Management Stockholder or Transferee (the “Call Notice”),the date as of which such right is to be exercised and the number of Shares tobe purchased.  Such purchase and saleshall occur on such date as the Company (or its designated assignee) shallspecify, which date shall be within thirty (30) days after the date on whichthe Call Notice is delivered or the Outside Appraisal is delivered.  The Company will use commercially reasonableefforts to make the payment for the Shares in cash on the date of such purchaseand sale; providedthat, despite using such efforts, if suchpayment will result in the violation of the terms or provisions of, or resultin a default or event of default under, any guarantee, financing or securityagreement or document entered into by the Company or any of its Affiliates andin effect on such date (hereinafter a “Financing Agreement”), theCompany may delay any such payment for no more than two (2) years.  In the event the payment of the purchaseprice is delayed as a result of a restriction imposed by a Financing Agreementas provided above, such payment shall be made without the application offurther conditions or impediments as soon as practicable after the payment ofsuch purchase price would no longer result in the violation of the terms orprovisions of, or result in a default or event of default under, any FinancingAgreement, and such payment shall equal the amount that would have been paid tothe Management Stockholder or Transferee if no delay had occurred plus interestfor the period from the date on which the purchase price would have been paidbut for the delay in payment provided herein to the

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date on which suchpayment is made (the “Delay Period”), calculated at an annual rate equalto the average annual prime rate charged during the Delay Period by anationally recognized bank designated by the Board plus two (2) percentagepoints.  In the event that the Company isnot able to make payment within two (2) years after the date specified in theCall Notice, the Company will, upon the written request of the ManagementStockholder or Transferee, cancel the Call Notice and return to the ManagementStockholder or Transferee the Shares subject to the Call Notice (as adjusted totake into account any corporate transactions during the intervening period) inexchange for cancellation of the debt and any interest payments that would haveotherwise been payable thereon.

(ii)           In the event that the ManagementStockholder or Transferee disagrees with the Company’s determination of theFair Market Value of a Share, the Management Stockholder or Transferee shallhave the right to require the Company to seek an appraisal to determine theFair Market Value of a Share in lieu of the Board determination (an “OutsideAppraisal”); provided that the Transferee shall not be entitled toan Outside Appraisal in the event an appraisal to determine the Fair MarketValue of a Share has been done within the three-month period immediatelypreceding delivery of the Call Notice and the Board determines in good faiththat no event has occurred that would result in the prior determination of FairMarket Value being materially inaccurate. Any such Outside Appraisal shall be made by one qualified person (whichcan be an accounting firm or investment banking firm or similar firm) (each, an“Appraiser”), having substantial experience in the valuation of similarenterprises in the United States.  TheCompany and the Management Stockholder or Transferee shall mutually agree uponsuch Appraiser within 30 days of the Call Notice; provided that in theevent an appraisal to determine Fair Market Value of a Share has been donewithin the twelve-month period immediately preceding delivery of the CallNotice, the Outside Appraisal shall be done by the same Appraiser thatperformed the prior appraisal unless the Company consents to a differentAppraiser.  The Company shall each bear100% of the fees and expenses of the Appraiser.

(c)(i)        In the event the Management Stockholder’sEmployment with the Company terminates due to the death or Disability of theManagement Stockholder, such Management Stockholder or Transferee shall havethe right, during the 120-day period following the later to occur of (x) suchtermination of Employment and (y) the date on which the Management Stockholderor Transferee has held the Shares most recently acquired to be sold pursuant tothis Section 3(c) for at least six (6) months, to sell to the Company (or itsdesignated assignee), and upon the exercise of such right the Company (or its designatedassignee) shall purchase from the Management Stockholder or Transferee, all orany portion of the Shares held by the Management Stockholder or Transferee asof the date as of which such right is exercised at a per Share price equal tothe Fair Market Value of a Share of Common Stock determined as of the date asof which such right is exercised.  TheManagement Stockholder or Transferee shall exercise such right by delivering tothe Company a written notice (the “Put Notice”) specifying his or herintent to sell Shares held by the Management Stockholder or Transferee, thedate as of which such right is to be exercised and the number of Shares to besold.  Such purchase and sale shall occuron such date as the Company (or its designated assignee) and the Stockholdershall agree, which date shall be within thirty (30) days after the later of thedelivery of the Put Notice or the delivery of the Outside Appraisal.  The Company will use commercially reasonableefforts to make the payment for the Shares in cash on the date of such purchaseand sale; providedthat, despite using such efforts, if suchpayment will result in the violation of the terms or provisions of, or resultin a default or event of default under, a Financing Agreement, the Company maydelay any such payment for no more than two (2) years.  In the event the payment of the purchaseprice is delayed as a result of a restriction imposed by a Financing Agreementas provided above, the Company shall notify the Management Stockholder orTransferee as soon as practicable of the need for such a delay (the “DelayNotice”), and shall permit the Management Stockholder or Transferee, withinten (10) days of the delivery of the Delay Notice, to rescind the PutNotice.  If the Management Stockholder orTransferee does not rescind the Put Notice as provided in the precedingsentence, the Put Notice shall remain outstanding and any payment in respectthereof shall be made without the application of further conditions orimpediments as soon as practicable after the payment of such purchase pricewould no longer result in the violation of the terms or provisions of, orresult in a default or event of default under, any Financing Agreement, andsuch payment shall equal the amount that would have been paid to the ManagementStockholder or Transferee if no delay had occurred plus interest for the DelayPeriod, calculated at an annual rate equal to the average annual prime ratecharged during the Delay Period by a nationally recognized bank designated bythe Board plus two (2) percentage points. In the event that the Company is not able to make payment within two (2)years after the date specified in the Put Notice, the Company will, upon thewritten request of the Management Stockholder or Transferee, cancel the PutNotice in exchange for cancellation of the debt and any interest payments thatwould have otherwise been payable thereon.

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(ii)           In the event that the ManagementStockholder or Transferee disagrees with the Company’s determination of theFair Market Value of a Share, the Management Stockholder or Transferee shallhave the right to require the Company to seek an Outside Appraisal inaccordance with the terms and conditions set forth in Section 3(b) of thisAgreement, substituting “Put Notice” in place of “Call Notice.”

(d)           In addition, if the Board receivesthe advice of counsel selected by the Company and reasonably acceptable to theManagement Stockholder or any Transferee that the inclusion of the call rightor the put right described in this Section 3 would result in the Option orShares becoming subject to Section 409A of the Code, the Board shall have theright to make such modifications or amendments to this Section 3 as the Boarddetermines are reasonably necessary to avoid the application of Section 409A ofthe Code without the consent of the Management Stockholder or anyTransferee.  In making any suchamendments or modifications, the Board shall take all steps to put the partiesin substantially same economic position as they would have been in had suchmodifications or amendments not been made to the extent reasonablypractical.  The Management Stockholderand any Transferee hereby stipulate that Cleary Gottlieb Steen and Hamilton LLPis acceptable counsel for purposes of this Section 3(d).

4.             CertainRights.

(a)           Drag Along Rights.  If one or more Majority Stockholder desiresto sell all or substantially all of the Shares of Common Stock in which it hasa “pecuniary interest” as defined in Rule 16a-1 of the Exchange Act (includingthrough the disposition of interests in Newton Holding, LLC) or a portion ofthe Shares of Common Stock representing Control of the Company, in either caseto a good faith independent purchaser (a “Purchaser”) (other than anyother Majority Stockholder, other investment partnership, limited liabilitycompany or other entity established for investment purposes and controlled byone or more of the members (other than passive investors) or the principals ofthe Majority Stockholder or any of their Affiliates and other than anyEmployees of the Majority Stockholder or their Affiliates hereinafter referredto as a “Permitted Transferee”) and said Purchaser desires to acquireall or substantially all of the issued and outstanding Shares of Common Stock(or all or substantially all of the assets of the Company) upon such terms andconditions as agreed to with the Majority Stockholder, the ManagementStockholder or Transferee agrees to sell to such Purchaser a number of itsShares of Common Stock, not to exceed (a) the number of shares of Common Stockheld by such Management Stockholder or Transferee multiplied by (b) a fraction,the numerator of which is the aggregate number of Shares of Common Stock inwhich the Majority Stockholder has a pecuniary interest that such Majority Stockholderhas proposed to be transferred, and the denominator of which is the aggregatenumber of Shares of Common Stock in which the Majority Stockholder has apecuniary interest (or to vote such number of his Shares in favor of any mergeror other transaction which would effect a sale of such shares of Common Stockor assets of the Company) at the same price per Share of Common Stock andpursuant to the same terms and conditions with respect to payment for theShares of Common Stock in which the Majority Stockholder has a pecuniaryinterest as agreed to by the Majority Stockholder; provided that, exceptwith respect to any liability incurred by such Management Stockholder or anyTransferee individually, the Management Stockholders and any Transferees shallnot be liable to a Purchaser for an amount greater than the proceeds from thesale.  In such case, the MajorityStockholder shall give written notice of such sale to the ManagementStockholder or Transferee at least fifteen (15) days prior to the consummationof such sale, setting forth (i) the consideration to be received by the holdersof Shares of Common Stock, (ii) the identity of the Purchaser, (iii) any othermaterial items and conditions of the proposed transfer and (iv) the date of theproposed transfer.  The Company shall beresponsible for the proportionate Share of the costs of the proposed Transferincurred by the Management Stockholders and any Transferees to the extent notpaid or reimbursed by the proposed Purchaser.

For purposes of thisSection 4(a), “Control of the Company” shall mean the sale ordisposition in a single transaction or a series of related transactions of atleast fiftypercent (50)% of the issued and outstanding Shares of Common Stock orsecurities representing at least fifty percent (50)% of the voting power of theCompany, including a disposition of interests in Newton Holding, LLC thatrepresents 50% or more of the voting power of the Company.

(b)           Tag Along Rights.  (i) Subject to paragraph (iv) of this Section4(b), if one or more Majority Stockholder or its Permitted Transferee proposesto transfer its direct or indirect pecuniary interest (as defined in Rule 16a-1under the Exchange Act) in any Shares of Common Stock to a Purchaser (otherthan a 

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Permitted Transferee),then the Majority Stockholder or his Permitted Transferee (hereinafter referredto as a “Selling Stockholder”) shall give written notice of suchproposed transfer to the Management Stockholder or Transferee (the “SellingStockholder’s Notice”) at least thirty (30) days prior to the consummationof such proposed transfer, and shall provide notice to all other stockholdersof the Company to whom the Majority Stockholder has granted similar “tag-along”rights (such stockholders together with the Management Stockholder orTransferee, referred to herein as the “Other Stockholders”) settingforth the proposed material terms and conditions of such Transfer (includingprice per Share).

(ii)           The ManagementStockholder or Transferee shall have the right to elect, by delivery of writtennotice to the Majority Stockholder within twenty (20) days from delivery of theSelling Stockholder’s Notice, to sell to the proposed transferee a number ofits Shares of Common Stock, not to exceed (a) the number of shares of CommonStock and Shares underlying vested options held by such Management Stockholderor Transferee multiplied by (b) a fraction, the numerator of which is theaggregate number of Shares of Common Stock in which the Majority Stockholderhas a pecuniary interest that such Majority Stockholder has proposed to betransferred, and the denominator of which is the aggregate number of Shares ofCommon Stock in which the Majority Stockholder has a pecuniary interest, on thesame terms and conditions (including price per share of Common Stock) as theMajority Stockholder.  In the event thatthe transferee does not wish to acquire all of the Shares offered by theManagement Stockholder or Transferee, the number of Shares of Common Stock tobe purchased by such transferee shall be allocated pro rata among the MajorityStockholders and the Other Stockholders in accordance with the number of sharesof Common Stock and Shares underlying vested Options that each such stockholderelected to transfer to the transferee.

(iii)          Any transfer ofShares by the Management Stockholder or Transferee shall be at the same priceper Share of Common Stock and pursuant to the same terms and conditions withrespect to payment for the Shares of Common Stock as agreed to by the SellingStockholder with respect to the sale of its pecuniary interest in the Shares,provided, that in order to be entitled to exercise its tag-along rightspursuant to this Section 4(b), the Management Stockholder or Transferee mustagree to make to the proposed Purchaser, representations, warranties,covenants, indemnities and agreements comparable to those made by the SellingStockholder in connection with the proposed transfer and agree to the sameconditions to the proposed transfer as the Selling Stockholder agrees, it beingunderstood that all such representation, warranties, covenants, indemnities andagreements shall be made by the Selling Stockholder, the Management Stockholderor Transferee and any Other Stockholder exercising similar tag-along rightsseverally and not jointly.  The SellingStockholder, the Management Stockholder and any Other Stockholder who exercisessimilar tag-along rights shall be responsible for their proportionate share ofthe costs of the proposed Transfer to the extent not paid or reimbursed by theproposed Purchaser or the Company.

(iv)          In connection with the exercise of itstag-along rights under this Section 4(b), if the Management Stockholder orTransferee desires to exercise vested Options to acquire up to the number ofShares the Management Stockholder or Transferee is permitted to sell pursuantto the exercise of its tag-along rights pursuant to this Section 4(b), theCompany will permit the Management Stockholder or Transferee to exercise anysuch vested Options through net-physical settlement (net of the applicableexercise price and applicable withholding taxes) if the Company’s independentauditors determine that net-physical settlement of any such Options would notproduce less-favorable accounting consequences for the Company than if the ManagementStockholder or Transferee paid the exercise price for any such vested Optionsin cash.

(v)           Notwithstanding anything to thecontrary contained herein, the provisions of this Section 4(b) shall not applyduring the period from the Effective Date through the first anniversary of theEffective Date to any sale or transfer by a Majority Stockholder of itspecuniary interest in any shares of Common Stock for a price that is equal toor less than the Fair Market Value of such share of Common Stock as of theEffective Date unless and until the Majority Stockholder, after giving effectto the proposed sale or transfer, shall have sold or transferred in theaggregate (other than to Permitted Transferees) its pecuniary interest inshares of Common Stock representing 15.0% or more of the shares of Common Stockin which the Majority Stockholder collectively had a pecuniary interest as ofthe Effective Time.

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(c)           Permitted Transferees.  Any Permitted Transferee to which a MajorityStockholder’s pecuniary interest in any shares of Common Stock is Transferredshall agree to execute this Agreement as a condition to such Transfer.

5.             PiggybackRegistration Rights.

(a)           Notice to Management Stockholder.  If the Company determines that it will file aregistration statement under the Securities Act, other than a registrationstatement on Form S-4 or Form S-8 or any successor form, for an offering whichincludes shares of Common Stock held by the Majority Stockholder, then theCompany shall give prompt written notice to the Management Stockholder orTransferee that such filing is expected to be made (but in no event less than30 days nor more than 60 days in advance of filing such registrationstatement), the jurisdiction or jurisdictions in which such offering isexpected to be made, and the underwriter or underwriters (if any) that theCompany (or the person requesting such registration) intends to designate forsuch offering.  If the Company, within 15days after giving such notice, receives a written request for registration ofany Shares from the Management Stockholder or Transferee, then the Companyshall include in the same registration statement the number of Shares to besold by the Management Stockholder or Transferee as shall have been specifiedin his or her request, except that the Management Stockholder or Transfereeshall not be permitted to register more than a Pro Rata Portion of herShares.  The Company shall bear all costsof preparing and filing the registration statement, and shall indemnify andhold harmless, to the extent customary and reasonable, pursuant toindemnification and contribution provisions to be entered into by the Companyat the time of filing of the registration statement, the seller of any sharesof Common Stock covered by such registration statement.

Notwithstanding anythingherein to the contrary, the Company, on prior notice to the participatingStockholder, may abandon its intention to file a registration statement underthis Section 5(a) at any time prior to such filing.

For purposes of Section 5hereof, “Pro Rata Portion” shall mean a number equal to the product of(x) the total number of Shares, including any shares of Common Stock underlyingvested Options, owned by the Management Stockholder or Transferee and (y) afraction, the numerator of which shall be the total number of shares of CommonStock offered (for sale or registration, as applicable) by the MajorityStockholder, and the denominator of which shall be the total number of sharesof Common Stock owned by the Majority Stockholder.

(b)           Allocation.  If the managing underwriter shall inform theCompany in writing that the number of shares of Common Stock requested to beincluded in such registration exceeds the number which can be sold in (orduring the time of) such offering within a price range acceptable to theMajority Stockholder, then the Company shall include in such registration suchnumber of shares of Common Stock which the Company is so advised can be sold in(or during the time of) such offering. All holders of shares of Common Stock proposing to sell shares of CommonStock shall share pro rata in the number of shares of Common Stock to beexcluded from such offering, such sharing to be based on the respective numbersof shares of Common Stock as to which registration has been requested by suchholders.

(c)           Permitted Transfer.  Notwithstanding anything to the contrarycontained herein, sales of Shares pursuant to a registration statement filed bythe Company may be made without compliance with any other provision of this Agreement.

6.             Termination.  This Agreement shall terminate with respectto the Common Stock immediately following the existence of a Public Market forthe Common Stock except that the requirements contained in Section 2 hereofshall survive the termination of this Agreement; providedthat aManagement Stockholder or his Transferee may sell Shares pursuant to Rule 144of the Securities Act if such Management Stockholder or Transferee meets andcomplies with all of the applicable requirements thereof.  If, and only to the extent that, theManagement Stockholder or his Transferee is not permitted to sell such Sharespursuant to Rule 144 of the Securities Act and such Shares are not included ona registration statement filed to register the sale of securities under theSecurities Act, such Management Stockholder or Transferee may transfer suchShares only in accordance with Section 3(a) hereof.  For this purpose, a “Public Market”for the Common Stock shall be deemed to exist if at least 20% of the totaloutstanding Common Stock is registered under Section 12(b) or 12(g) of theExchange Act.

----

7.             Acknowledgement of NewtonHolding, LLC and the Company.  TheCompany and Newton Holding, LLC (“Newton LLC”) hereby acknowledge thatthe Management Stockholders shall not be disadvantaged with respect to theShares or Options solely by reason of holding shares or options to purchaseshares of the Company’s Common Stock instead of membership interests or optionsto purchase membership interests in Newton LLC. In the event there is a corporate transaction affecting the membershipinterests of Newton LLC or any dividend or distribution made to holders of themembership interests in Newton LLC in respect of such interests, the Companyand Newton Holding shall take commercially reasonable steps to assure thatappropriate adjustments and/or dividends or distributions are made to or inrespect of the Shares such that the Management Stockholders will be in the sameposition in which they would have been had they received membership interestsin Newton LLC instead of the Shares; provided that this Section 7 shallnot be construed to entitle any Management Stockholder to any membership orother interests in Newton LLC.   Forpurposes of this Agreement, no Management Stockholder shall be deemed to bedisadvantaged from a tax perspective by reason of his holding Options or Sharesas opposed to membership interests in a limited liability company orpartnership interests in a partnership.

8.             Distributions With Respect ToShares.  As used herein, the term “Shares”includes securities of any kind whatsoever distributed with respect to theCompany’s Common Stock acquired by the Management Stockholder or his or herTransferee (whether pursuant to the Plan, the letter agreement dated on orabout September 30, 3005 between the Company and such Management Stockholder orotherwise) or any such securities resulting from a stock split or consolidationinvolving such Common Stock.

9.             Amendment; Assignment.  This Agreement may be amended, superseded,canceled, renewed or extended, and the terms hereof may be waived, only by awritten instrument signed by authorized representatives of the parties or, inthe case of a waiver, by an authorized representative of the party waivingcompliance.  No such written instrumentshall be effective unless it expressly recites that it is intended to amend,supersede, cancel, renew or extend this Agreement or to waive compliance withone or more of the terms hereof, as the case may be.  Except for the Management Stockholder’s rightto assign his or her rights under Section 4(a) or the Company’s right to assignits rights under Section 4(b), no party to this Agreement may assign any of itsrights or obligations under this Agreement without the prior written consent ofthe other parties hereto.

10.           Notices. Each notice and othercommunication hereunder shall be in writing and shall be given and shall bedeemed to have been duly given on the date it is delivered in person, on thenext business day if delivered by overnight mail or other reputable overnightcourier, or the third business day if sent by registered mail, return receiptrequested, to the parties as follows:

If tothe Majority Stockholder, to his most recent address shown on records of theCompany or its Affiliate;

Witha copy to:

Cleary Gottlieb Steen & Hamilton LLPOne Liberty PlazaNew York, NY 10006

Attention:  Robert J. Raymond

Ifto the Company:

Newton Acquisition, Inc.301 Commerce Street, Suite 3300Fort Worth, TX 76102

Attention: GeneralCounsel

Witha copy to:

----

Cleary Gottlieb Steen & Hamilton LLPOne Liberty PlazaNew York, NY 10006

Attention:  Robert J. Raymond

If tothe Management Stockholder, to its most recent address shown on records of theCompany or its Affiliate;

Witha copy to:

Morgan, Lewis & Bockius LLP101 Park AvenueNew York, NY 10178

Attention:  Gary Rothstein

or tosuch other address as any party may have furnished to the others in writing inaccordance herewith, except that notices of change of address shall only beeffective upon receipt.

11.           Counterparts.  This Agreement may be executed in two or morecounterparts, each of which shall be deemed to be an original, but each ofwhich together shall constitute one and the same document.

12.           Governing Law.  This Agreement shall be governed by and construedin accordance with the laws of the State of Delaware, without reference to itsprinciples of conflicts of law.

13.           Binding Effect.  This Agreement shall be binding upon, inureto the benefit of, and be enforceable by the heirs, personal representatives,successors and permitted assigns of the parties hereto.  Nothing expressed or referred to in thisAgreement is intended or shall be construed to give any person other than theparties to this Agreement, or their respective heirs, personal representatives,successors or assigns, any legal or equitable rights, remedy or claim under orin respect of this Agreement or any provision contained herein.

14.           Entire Agreement.  This Agreement constitutes the entireagreement between the parties hereto with respect to the subject matter hereof.

15.           Severability.  If any term, provision, covenant orrestriction of this Agreement, is held by a court of competent jurisdiction tobe invalid, void or unenforceable, the remainder of the terms, provisions,covenants and restrictions of this Agreement shall remain in full force andeffect and shall in no way be affected, impaired or invalidated.

16.           Miscellaneous.  The headings contained in this Agreement arefor reference purposes only and shall not affect in any way the meaning orinterpretation of this Agreement.

*     *     *    *     *     *

IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be duly executed as of the day andyear first above written.
|        | ** ** | ** ** | ** ** | **NEWTON ACQUISITION, INC.** |
|--------|------------|------------|------------|------------------------------|
|   |       |       |       |                         |
|   |       | By:        |       | /s/ David A.  Spuria         |
|   |       | Name:      |       | David A. Spuria              |
|   |       | Title:     |       | Vice President               |

 

----

 
|        | ** ** | ** ** | ** ** | **NEWTON HOLDING, LLC**                                |
|--------|------------|------------|------------|--------------------------------------------------------|
|   | ** ** | ** ** | ** ** | ** **                                             |
|   |       | By:        |       | /s/ David A.  Spuria                                   |
|   |       | Name:      |       | David A. Spuria                                        |
|   |       | Title:     |       | Vice President  & Secretary                        |
|   |       |       |       |                                                   |
|   |       |       |       |                                                   |
|   | ** ** | ** ** | ** ** | **TPG NEWTON III LLC**                                 |
|   | ** ** | ** ** | ** ** | ** **                                             |
|   |       | By:        | ** ** | **TPG Partners III, L.P., its  Managing Member**       |
|   |       | By:        | ** ** | **TPG GenPar III, L.P., its  General Partner**         |
|   |       | By:        | ** ** | **TPG Advisors III, Inc., its  General Partner**       |
|   | ** ** | ** ** | ** ** | ** **                                             |
|   |       | By:        |       | /s/ David A.  Spuria                                   |
|   |       | Name       |       | David A. Spuria                                        |
|   |       | Title:     |       | Vice President                                         |
|   |       |       |       |                                                   |
|   |       |       |       |                                                   |
|   | ** ** | ** ** | ** ** | **TPG PARTNERS IV, L.P.**                              |
|   | ** ** | ** ** | ** ** | ** **                                             |
|   |       | By:        | ** ** | **TPG Gen Par IV, L.P., its General  Partner**         |
|   |       | By:        | ** ** | **TPG Advisors IV, Inc., its  General Partner**        |
|   | ** ** | ** ** | ** ** | ** **                                             |
|   |       | By:        |       | /s/ David A.  Spuria                                   |
|   |       | Name:      |       | David A. Spuria                                        |
|   |       | Title:     |       | Vice President                                         |
|   |       |       |       |                                                   |
|   |       |       |       |                                                   |
|   | ** ** | ** ** | ** ** | **TPG NEWTON CO-INVEST I LLC**                         |
|   | ** ** | ** ** | ** ** | ** **                                             |
|   |       | By:        | ** ** | **TPG GenPar IV, L.P., its  Managing Member**          |
|   |       | By:        | ** ** | **TPG Advisors IV, Inc., its  General Partner**        |
|   | ** ** | ** ** | ** ** | ** **                                             |
|   |       | By:        |       | /s/ David A.  Spuria                                   |
|   |       | Name:      |       | David A. Spuria                                        |
|   |       | Title:     |       | Vice President                                         |
|   |       |       |       |                                                   |
|   |       |       |       |                                                   |
|   | ** ** | ** ** | ** ** | **WARBURG PINCUS PRIVATE**                             |
|   | ** ** | ** ** | ** ** | **EQUITY  VIII, L.P.**                                 |
|   | ** ** | ** ** | ** ** | ** **                                             |
|   |       | By:        | ** ** | **Warburg Pincus Partners, LLC,  its General Partner** |
|   |       | By:        | ** ** | **Warburg Pincus & Co., its  Managing Member**     |
|   | ** ** | ** ** | ** ** | ** **                                             |
|   |       | By:        |       | /s/ Kewsong Lee                                        |
|   |       | Name:      |       | Kewsong Lee                                            |
|   |       | Title:     |       | Managing  Director                                     |
|   |       |       |       |                                                   |
|   |       |       |       |                                                   |
|   | ** ** | ** ** | ** ** | **WARBURG PINCUS NETHLANDS  PRIVATE**                  |
|   | ** ** | ** ** | ** ** | **EQUITY  VIII C.V.I.**                                |
|   | ** ** | ** ** | ** ** | ** **                                             |
|   |       | By:        | ** ** | **Warburg Pincus Partners, LLC,  its General Partner** |
|   |       | By:        | ** ** | **Warburg Pincus & Co., its  Managing Member**     |

----

 
|        |       | By:        |       | /s/ Kewsong Lee                                        |
|--------|------------|------------|------------|--------------------------------------------------------|
|   |       | Name:      |       | Kewsong Lee                                            |
|   |       | Title:     |       | Managing  Director                                     |
|   |       |       |       |                                                   |
|   |       |       |       |                                                   |
|   | ** ** | ** ** | ** ** | **WARBURG PINCUS GERMANY PRIVATE**                     |
|   | ** ** | ** ** | ** ** | **EQUITY VIII K.G.**                                   |
|   | ** ** | ** ** | ** ** | ** **                                             |
|   |       | By:        | ** ** | **Warburg Pincus Partners, LLC,  its General Partner** |
|   |       | By:        | ** ** | **Warburg Pincus & Co., its  Managing Member**     |
|   | ** ** | ** ** | ** ** | ** **                                             |
|   |       | By:        |       | /s/ Kewsong Lee                                        |
|   |       | Name:      |       | Kewsong Lee                                            |
|   |       | Title:     |       | Managing  Director                                     |

 
|        |       |       |       |                                            |
|--------|------------|------------|------------|-------------------------------------------------|
|   | ** ** | ** ** | ** ** | **WARBURG PINCUS PRIVATE EQUITY**               |
|   | ** ** | ** ** | ** ** | **IX, L.P.**                                    |
|   | ** ** | ** ** | ** ** | ** **                                      |
|   |       | By:        | ** ** | **Warburg Pincus IX LLC, its  General Partner** |
|   | ** ** | ** ** | ** ** | ** **                                      |
|   |       | By:        |       | /s/ Kewsong Lee                                 |
|   |       | Name:      |       | Kewsong Lee                                     |
|   |       | Title:     |       | Managing  Director                              |

----

SCHEDULE A

**MANAGEMENTSTOCKHOLDERS**
|        |       | By:        |       | /s/  Gerald A. Barnes        |
|--------|------------|------------|------------|------------------------------|
|   |       | Name:      |       | Gerald  A. Barnes            |
|   | ** ** | ** ** | ** ** | ** **                   |
|   |       | By:        |       | /s/  Steven P. Dennis        |
|   |       | Name:      |       | Steve  P. Dennis             |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  Jeanie Galvin           |
|   |       | Name:      |       | Jeanie  Galvin               |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  Ronald H. Goddard       |
|   |       | Name:      |       | Ronald  H. Goddard           |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  James J. Gold           |
|   |       | Name:      |       | James  J. Gold               |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  Neva L. Hall            |
|   |       | Name:      |       | Neva  L. Hall                |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  Ginny Hershey           |
|   |       | Name:      |       | Mary  Virginia Hershey       |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  Brendan Hoffman         |
|   |       | Name:      |       | Brendan  Hoffman             |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  Wayne A. Hussey         |
|   |       | Name:      |       | Wayne  A. Hussey             |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  Jonathan Joselove       |
|   |       | Name:      |       | Jonathan  Joselove           |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  Karen Katz              |
|   |       | Name:      |       | Karen  Katz                  |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  Lisa M. Kazor           |
|   |       | Name:      |       | Lisa  M. Kazor               |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  Steven Kornajcik        |
|   |       | Name:      |       | Steven  Kornajcik            |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  Thomas Lind             |
|   |       | Name:      |       | Thomas  Lind                 |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  Marita O’Dea Glodt |
|   |       | Name:      |       | Marita  O’Dea Goldt     |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  Ann S. Paolini          |
|   |       | Name:      |       | Ann  S. Paolini              |
|   |       |       |       |                         |
|   |       | By:        |       | /s/  John Russell Patrick    |
|   |       | Name:      |       | John  Russell Patrick        |
|   |       |       |       |                         |

A-1

----

 
|        |   | By:    |   | /s/  Gregory G. Shields   |
|--------|--------|--------|--------|---------------------------|
|   |   | Name:  |   | Gregory  G. Shields       |
|   |   |   |   |                      |
|   |   | By:    |   | /s/  Stacie Shirley       |
|   |   | Name:  |   | Stacie  Shirley           |
|   |   |   |   |                      |
|   |   | By:    |   | /s/  James E. Skinner     |
|   |   | Name:  |   | James  E. Skinner         |
|   |   |   |   |                      |
|   |   | By:    |   | /s/  Margaret E. Spaniolo |
|   |   | Name:  |   | Margaret  E. Spaniolo     |
|   |   |   |   |                      |
|   |   | By:    |   | /s/  Thomas P. Stangle    |
|   |   | Name:  |   | Thomas  P. Stangle        |
|   |   |   |   |                      |
|   |   | By:    |   | /s/  T. Dale Stapleton    |
|   |   | Name:  |   | T.  Dale Stapleton        |
|   |   |   |   |                      |
|   |   | By:    |   | /s/  Ann Stordahl         |
|   |   | Name:  |   | Ann  Stordahl             |
|   |   |   |   |                      |
|   |   | By:    |   | /s/  Burton M. Tansky     |
|   |   | Name:  |   | Burton  M. Tansky         |
|   |   |   |   |                      |
|   |   | By:    |   | /s/  Kim Yee              |
|   |   | Name:  |   | Kim  Yee                  |

 

A-2

----