**EXHIBIT 10.44**

 

**AMENDMENT NO. 1 TO THE AMENDED AND RESTATED**

**NEIMAN MARCUS GROUP, INC. DEFINEDCONTRIBUTION**

**SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**

(Effective as of January 1, 2008)

 

Pursuant tothe 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 amendedeffective as of January 1, 2008 in the following respects only:

 

FIRST:  Section 2-35of the Plan is hereby amended by restating the second sentence thereof in itsentirety to read as follows:

 

If an Employee would be deemed a Key Employee as of an IdentificationDate, the Employee is treated as a “Specified Employee” for the 12-month periodbeginning on the fourth month following the end of the 12-month period endingon the Identification Date.

 

SECOND: Section 4-2 of the Plan is hereby amended by restatement in itsentirety to read as follows:

 

Section 4-2                                     Time ofDistribution.

(a)                                  AffirmativeElection.

 

(1)                                  Subject to Section 7-2,Section 7-3, Section 7-4 and Section 7-5 below, the Committee,in its sole and absolute discretion, may permit an Eligible Employee to electto receive the distribution of his or her Defined Contribution Account upon thelater of:

 

(A)  his or her Separation from Service, or

(B)  his or her Specified Distribution Date;

 

provided, however, that the Committee may prescribe such limitations onthe choices available to an Eligible Employee for a Specified Distribution Dateas it may determine in its sole and absolute discretion.

 

(2)                                  Notwithstandinganything herein to the contrary, an affirmative election will be disregardedand given no consideration if such an election is not reflected on a properly completedEnrollment Agreement that is timely filed with the Committee by the date set bythe Committee in its sole and absolute discretion.

 

(b)                                 Deemed Election.  Subject to Section 7-2, Section 7-3,Section 7-4 and Section 7-5 below, to the extent the Committee doesnot allow or an Eligible Employee has not made an affirmative electionregarding the distribution of her or 

 

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her Defined Contribution Account pursuant to Section 4-2(a) above,the Eligible Employee shall be deemed to have designated the time of payment asthe later of:

 

(1)                                  Separationfrom Service, and

(2)                                  theattainment of age fifty-five (55).

 

(c)                                  2008 SpecialPayment Election.  Any provision ofthe Plan to the contrary notwithstanding, prior to January 1, 2009 (orsuch earlier date as the Committee may prescribe), each Participant may electan age from 56 through 65 that will apply as his or her deemed election in Section 4-2(b)(2) aboverather than age 55, and such election shall be treated as his or her initialelection and shall not be subject to the election change rules provided inSection 7-6; provided, however, that no such election shall be permittedto change any payment that would otherwise have been made in 2008 and no suchelection may accelerate a payment into 2008 that would not otherwise have beenmade in 2008.

 

THIRD:  Section 7-1of the Plan is hereby amended by restatement in its entirety to read asfollows:

 

Section 7-1                                     Distributions.  A Participant shall receive a distribution ofthe vested amount credited to his or her Defined Contribution Account under thePlan at the time or times and in the form or forms provided in ARTICLE IV, orpursuant to one or more Amended Enrollment Agreements, as provided in Section 7-6below; provided, however, that if the distribution of an amount credited to theParticipant’s Defined Contribution Account is to commence upon his or her SeparationFrom Service and such Participant is a Specified Employee at the time of his orher Separation From Service, the provisions of Section 7-2 below shallapply to such distribution.  Adistribution paid pursuant to this Section 7-1 shall commence to be paidby the Company to the Participant as soon as administratively practicable on orfollowing the time designated pursuant to ARTICLE IV, but no later than sixty(60) days following such designated time, and shall be paid to the Participantentirely in cash.  If the payment is to madein the form of five annual installments as provided in Section 4-3, theamount of each installment payment shall equal the value of the DefinedContribution Account as of the last business day immediately prior to suchpayment divided by the number of installments remaining to be paid, and eachsubsequent payment following the first payment shall be made during the immediatelysubsequent calendar year.

 

FOURTH: Sections 7-3 and 7-4 of the Plan are hereby amended by restatement intheir entirety to read as follows:

 

Section 7-3                                     Deathof Participant.  If a Participantdies prior to commencement of his or her benefit under the Plan, theParticipant’s Beneficiary shall receive a lump sum cash distribution of theentire vested amount credited to the Participant’s Defined Contribution Accountas soon as administratively 

 

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practicable following the date of the Participant’s death, but no laterthan sixty (60) days following the date of the Participant’s death.  If a Participant dies after commencement ofhis or her benefit under the Plan, the Participant’s Beneficiary shall receive alump sum cash distribution of the remaining installments payable to the Participantunder the Plan as soon as administratively practicable following the date ofthe Participant’s death, but not later than sixty (60) days following theParticipant’s death.

 

Section 7-4            Disabilityof Participant.  If a Participantbecomes Disabled prior to commencement of his or her benefit under the Plan,the Participant shall receive a lump sum cash distribution of the entire vestedamount credited to his Defined Contribution Account as soon as administrativelypracticable following the date the Participant becomes Disabled, but no laterthan sixty (60) days following such date**.**  If a Participant becomes Disabled aftercommencement of his or her benefit under the Plan, the Participant shallreceive a lump sum cash distribution of the remaining installments payable tothe Participant under the Plan as soon as administratively practicablefollowing the date the Participant becomes Disabled, but no later than sixty (60)days following such date.  Notwithstandinganything herein to the contrary, if the Participant, in the sole judgment ofthe Committee, is considered by reason of physical or mental condition to beunable to give a valid receipt therefor, the Committee may direct payment inaccordance with Section 10-15 below.

 

FIFTH:  Section 7-6of the Plan is hereby amended by restatement in its entirety to read asfollows:

 

Section 7-6            Changein Time.

(a)           Subjectto Section 7-6(b) below, the Committee, in its sole and absolutediscretion, may permit a Participant to change the time of a distributionotherwise provided pursuant to ARTICLE IV, by filing with the Committee anAmended Enrollment Agreement in accordance with the requirements of this Section 7-6;provided, however, that:

 

(1)                                  no change shall beeffective until at least twelve (12) months after the date on which the properlycompleted Amended Enrollment Agreement is filed with the Committee;

 

(2)                                  the distribution mustbe deferred for a period of not less than five (5) years from the datesuch payment would otherwise have been paid or, in the case of installmentpayments, five (5) years from the date the first amount was scheduled tobe paid;

 

(3)                                  no change withrespect to a payment at a specified time or pursuant to a fixed schedule may bemade less than twelve (12) months prior to the date the payment is scheduled tobe paid 

 

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or, in the case of installment payments, twelve (12) months prior tothe date the first amount is scheduled to be paid.

 

In the case of a payment that is scheduled to be made during a periodlonger than one day, such payment shall be deemed to be scheduled to be paidfor purposes of this subsection (a) as of the first day of such time period.

 

(b)                                 Notwithstanding thepreceding:

 

(1)                                  with the exception ofa Participant’s death or disability, once payment has commenced, the time ofsuch payment shall not be modified, and

 

(2)                                  no change will bepermitted that would result in a payment being postponed by more than ten (10) yearsfrom the date originally elected, or, if applicable, deemed to have beenelected.

 

IN WITNESSWHEREOF, this Amendment has been executed this 22nd day of December, 2008.

 

 

|   | ** ** | ** ** |    **THE NEIMAN  MARCUS GROUP, INC.** |
|--------|------------|------------|------------------------------------------------------|
|   |       |       |                                                 |
|   |       | By:        |    /s/  Marita  O’Dea  |
|   |       | Its:       |    Senior Vice President and          |
|   |       |       |    Chief Human Resource  Officer      |

 

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