**Exhibit 10.54**

 

**AMENDMENT NO. 2 TO**

**THE AMENDED AND RESTATED**

**NEIMAN MARCUS GROUP, INC. DEFINED CONTRIBUTION**

**SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**

**(Effective as of January 1, 2008)**

 

Pursuantto the provisions of Article VIII thereof, The Amended and Restated NeimanMarcus Group, Inc. Defined Contribution Supplemental Executive RetirementPlan (Effective as of January 1, 2008) (the “Plan”) is hereby amended inthe following respects only:

 

FIRST:  Section 2-19(a)(2)(E) of the Planis hereby amended by restatement in its entirety to read as follows:

 

(E)           either:

 

(i)  had in effect on August 1 of thepreceding calendar year (or, if later, on the Employee’s date of hire) a rateof Base Pay of at least 80% of the Compensation Limitation applicable to suchpreceding calendar year, or

 

(ii) was an Eligible Employee who was aParticipant in this Plan on July 31, 2010, or was actively participatingin the DB SERP as a “Grandfathered Rule of 65 Employee” (as that term isdefined therein) on July 31, 2010 and ceased accruing additional benefitsunder the DB SERP immediately after July 31, 2010.

 

SECOND:  Section 4-1 of the Plan is herebyamended by restatement in its entirety to read as follows:

 

Section 4-1            Defined Contributions.

 

(a)           Non-TransitionalDefined Contributions.  Effective asof the Effective Date, the Company shall make a Non-Transitional DefinedContribution to the Plan on behalf of each Eligible Employee periodicallythroughout the Plan Year.  The aggregateamount of such Non-Transitional Defined Contributions credited on behalf ofeach Eligible Employee during each Plan Year will be equal to the product of:

 

(1)           thatportion of such Eligible Employee’s Eligible Compensation for the Plan Yearthat exceeds the Compensation Limitation, and

 

(2)           tenand one-half percent (10.5%);

 

provided,however, that with respect to those Participants who were activelyparticipating in the DB SERP as of July 31, 2010 and first becameParticipants in this Plan as of August 1, 2010, the aggregate amount ofNon-Transitional Defined Contributions for the 2010 Plan Year shall be equal tothe product of:

 

(1)           thatamount of such Eligible Employee’s Eligible Compensation paid during the entire2010 Plan Year that exceeds the Compensation Limitation (with the portion ofthe 2010 Eligible Compensation paid after reaching the

 

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CompensationLimitation in 2010 to be referred to as “2010 Excess Compensation”) minusany such 2010 Excess Compensation paid prior to August 1, 2010, and

 

(2) ten and one-half percent (10.5%).

 

(b)           TransitionalDefined Contributions.

 

(1)           Inaddition to amounts credited to Eligible Employees under Section 4-1(a) above,effective as of the Effective Date, the Company shall periodically makeTransitional Defined Contributions during the Plan Year on behalf of eachEligible Employee who:

 

(A)          waseligible under the DB SERP as of December 31, 2007 but ceased to beeligible to actively participate in the DB SERP prior to July 31, 2010,and

 

(B)           hasneither attained, nor will attain, age sixty-six (66) during the Plan Year towhich the Transitional Defined Contribution would otherwise relate if creditedto such Eligible Employee’s Defined Contribution Account.

 

(2)           Theaggregate amount of such Transitional Defined Contributions for the Plan Yearfor each Eligible Employee who has satisfied the eligibility criteria reflectedin Section 4-1(b)(1) above, shall be equal to the product of:

 

(A)          thatportion of such Eligible Employee’s Eligible Compensation for the Plan Year thatexceeds the Compensation Limitation, and

 

(B)           theapplicable percentage that corresponds with the highest age attained by theEligible Participant during the Plan Year to which the Transitional DefinedContribution relates, according to the schedule set forth below:

 
| **Eligible Employee’s**  | ** ** | ** **                             | ** ** |
|------------------------------------|------------|----------------------------------------|------------|
| **Highest Age During**   | ** ** | **Applicable Percentage of** | ** ** |
| **Applicable Plan Year** | ** ** | **Eligible Compensation**         | ** ** |
|                               |       |                                   |       |
| 30-39                              |       | 3                                      | %          |
| 40-49                              |       | 4                                      | %          |
| 50-59                              |       | 5                                      | %          |
| 60-65                              |       | 6                                      | %          |
| 66 and Older                       |       | 0                                      | %          |

 

(3)           Inaddition to the Transitional Defined Contributions made pursuant to thepreceding provisions of this Section 4-1(b), effective as ofAugust 1, 2010, the Company shall periodically make Transitional DefinedContributions during the Plan Year on behalf of each Eligible Employee who:

 

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(A)          wasactively participating in the DB SERP as a “Grandfathered Rule of 65Employee” (as that term is defined therein) on July 31, 2010 but ceased tobe eligible to continue to accrue a benefit in the DB SERP effective August 1,2010, and

 

(B)           hasneither attained, nor will attain, age sixty-six (66) during the Plan Year towhich the Transitional Defined Contribution would otherwise relate if creditedto such Eligible Employee’s Defined Contribution Account.

 

Theamount of the Transitional Defined Contributions for each Participant eligiblepursuant to this Section 4-1(b)(3) shall be the same amount asprescribed by the provisions of Section 4-1(b)(2) except that theaggregate amount of Transitional Defined Contributions for the 2010 Plan Yearshall be equal to the product of:

 

(A)          thatamount of such Eligible Employee’s Eligible Compensation paid during the entire2010 Plan Year that exceeds the Compensation Limitation (with the portion ofthe 2010 Eligible Compensation paid after reaching the Compensation Limitationin 2010 to be referred to as “2010 Excess Compensation”) minus any such2010 Excess Compensation paid prior to August 1, 2010, and

 

(B)           theapplicable percentage that corresponds with the highest age attained by theEligible Participant during the Plan Year to which the Transitional DefinedContribution relates, according to the schedule set forth above in Section 4-1(b)(2)(B).

 

(c)           Timing of DefinedContributions.  Any DefinedContribution made under this Section 4-1 will be credited to the Employee’sDefined Contribution Account no later than as soon as administrativelypracticable following the close of the Plan Year to which such DefinedContribution relates.

 

INWITNESS WHEREOF, this Amendment has been executed this 17th day of July, 2010 to be effective as of August 1,2010.

 

 
|   |   | THE  NEIMAN MARCUS GROUP, INC. |
|--------|--------|-------------------------------------|
|   |   |                                |
|   |   |                                |
|   | By:    | /s/  Scott M. Seale                 |
|   | Title: | VP  – Benefits                 |

 

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