<DOCUMENT>
<TYPE>EX-99.2E
<SEQUENCE>4
<FILENAME>nb_dividendplan.txt
<TEXT>
                NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.
                           DIVIDEND REINVESTMENT PLAN

         The Bank of New York ("Plan Agent") will act as Plan Agent for
shareholders who have not elected in writing to receive dividends and
distributions in cash (each a "Participant"), will open an account for each
Participant under the Dividend Reinvestment Plan ("Plan") in the same name as
their then current Shares are registered, and will put the Plan into effect for
each Participant as of the first record date for a dividend or capital gains
distribution.

         Whenever the Fund declares a dividend or distribution with respect to
the common stock of the Fund ("Shares"), each Participant will receive such
dividends and distributions in additional Shares, including fractional Shares
acquired by the Plan Agent and credited to each Participant's account. If on the
payment date for a cash dividend or distribution, the net asset value is equal
to or less than the market price per Share plus estimated brokerage commissions,
the Plan Agent shall automatically receive such Shares, including fractions, for
each Participant's account. Except in the circumstances described in the next
paragraph, the number of additional Shares to be credited to each Participant's
account shall be determined by dividing the dollar amount of the dividend or
distribution payable on their Shares by the greater of the net asset value per
Share determined as of the date of purchase or 95% of the then current market
price per Share on the payment date.

         Should the net asset value per Share exceed the market price per Share
plus estimated brokerage commissions on the payment date for a cash dividend or
distribution, the Plan Agent or a broker-dealer selected by the Plan Agent shall
endeavor, for a purchase period lasting until the last business day before the
next date on which the Shares trade on an "ex-dividend" basis, but in no event,
except as provided below, more than 30 days after the dividend payment date, to
apply the amount of such dividend or distribution on each Participant's Shares
(less their PRO RATA share of brokerage commissions incurred with respect to the
Plan Agent's open-market purchases in connection with the reinvestment of such
dividend or distribution) to purchase Shares on the open market for each
Participant's account. No such purchases may be made more than 30 days after the
payment date for such dividend except where temporary curtailment or suspension
of purchase is necessary to comply with applicable provisions of federal
securities laws. If, at the close of business on any day during the purchase
period the net asset value per Share equals or is less than the market price per
Share plus estimated brokerage commissions, the Plan Agent will not make any

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further open-market purchases in connection with the reinvestment of such
dividend or distribution. If the Plan Agent is unable to invest the full
dividend or distribution amount through open-market purchases during the
purchase period, the Plan Agent shall request that, with respect to the
uninvested portion of such dividend or distribution amount, the Fund issue new
Shares at the close of business on the earlier of the last day of the purchase
period or the first day during the purchase period on which the net asset value
per Share equals or is less than the market price per Share, plus estimated
brokerage commissions, such Shares to be issued in accordance with the terms
specified in the third paragraph hereof. These newly issued Shares will be
valued at the then-current market price per Share at the time such Shares are to
be issued.

         For purposes of making the dividend reinvestment purchase comparison
under the Plan, (a) the market price of the Shares on a particular date shall be
the last sales price on the New York Stock Exchange (or if the Shares are not
listed on the New York Stock Exchange, such other exchange on which the Shares
are principally traded) on that date, or, if there is no sale on such Exchange
(or if not so listed, in the over-the-counter market) on that date, then the
mean between the closing bid and asked quotations for such Shares on such
Exchange on such date and (b) the net asset value per Share on a particular date
shall be the net asset value per Share most recently calculated by or on behalf
of the Fund. All dividends, distributions and other payments (whether made in
cash or Shares) shall be made net of any applicable withholding tax.

         Open-market purchases provided for above may be made on any securities
exchange where the Fund's Shares are traded, in the over-the-counter market or
in negotiated transactions and may be on such terms as to price, delivery and
otherwise as the Plan Agent shall determine. Each Participant's uninvested funds
held by the Plan Agent will not bear interest, and it is understood that, in any
event, the Plan Agent shall have no liability in connection with any inability
to purchase Shares within 30 days after the initial date of such purchase as
herein provided, or with the timing of any purchases effected. The Plan Agent
shall have no responsibility as to the value of the Shares acquired for each
Participant's account. For the purpose of cash investments, the Plan Agent may
commingle each Participant's funds with those of other shareholders of the Fund
for whom the Plan Agent similarly acts as agent, and the average price
(including brokerage commissions) of all Shares purchased by the Plan Agent as
Plan Agent shall be the price per Share allocable to each Participant in
connection therewith.


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<PAGE>


         The Plan Agent may hold each Participant's Shares acquired pursuant to
the Plan together with the Shares of other shareholders of the Fund acquired
pursuant to the Plan in noncertificated form in the Plan Agent's name or that of
the Plan Agent's nominee. The Plan Agent will forward to each Participant any
proxy solicitation material and will vote any Shares so held for each
Participant only in accordance with the instructions set forth on proxies
returned by the participant to the Fund, Upon a Participant's written request,
the Plan Agent will deliver to the Participant, without charge, a certificate or
certificates for some or all of the whole Shares held in the Participant's
account under the Plan.

         The Plan Agent will confirm to each Participant each acquisition made
for their account as soon as practicable but not later than 60 days after the
date thereof. Although each Participant may from time to time have an undivided
fractional interest (computed to three decimal places) in a Share, no
certificates for a fractional Share will be issued. However, dividends and
distributions on fractional Shares will be credited to each Participant's
account. In the event of termination of a Participant's account under the Plan,
the Plan Agent will adjust for any such undivided fractional interest in cash at
the market value of the Shares at the time of termination, less the PRO RATA
expense of any sale required to make such an adjustment.

         Any Share dividends or split Shares distributed by the Fund on Shares
held by the Plan Agent for Participants will be credited to their accounts. In
the event that the Fund makes available to its shareholders rights to purchase
additional Shares or other securities, the Shares held for each Participant
under the Plan will be added to other Shares held by the Participant in
calculating the number of rights to be issued to each Participant.

         The Plan Agent's service fee for handling capital gains distributions
or income dividends will be paid by the Fund. Participants will be charged their
PRO RATA share of brokerage commissions on all open-market purchases.

         Each Participant may terminate their account under the Plan by
notifying the Plan Agent in writing. Such termination will be effective
immediately if the Participant's notice is received by the Plan Agent not less
than ten days prior to any dividend or distribution record date, otherwise such
termination will be effective the first trading day after the payment date for
such dividend or distribution with respect to any subsequent dividend or
distribution. The Plan may be terminated by the Plan Agent or the Fund upon
notice in writing mailed to each Participant at least 30 days prior to any
record date for the payment of any dividend or distribution by the Fund. Upon


                                       3
<PAGE>

any termination, the Plan Agent will cause a certificate or certificates for the
number of Shares held for each Participant under the Plan to be delivered to the
Participant (or if the Shares are not then in certificated form, will cause the
Shares to be transferred to the Participant) without charge.

         These terms and conditions may be amended or supplemented by the Plan
Agent or the Fund at any time or times but, except when necessary or appropriate
to comply with applicable law or the rules or policies of the Securities and
Exchange Commission or any other regulatory authority, only by mailing to each
Participant appropriate written notice at least 30 days prior to the effective
date thereof. The amendment or supplement shall be deemed to be accepted by each
Participant unless, prior to the effective date thereof, the Plan Agent receives
written notice of the termination of their account under the Plan. Any such
amendment may include an appointment by the Plan Agent in its place and stead of
a successor Plan Agent under these terms and conditions, with full power and
authority to perform all or any of the acts to be performed by the Plan Agent
under these terms and conditions. Upon any such appointment of any Plan Agent
for the purpose of receiving dividends and distributions, the Fund will be
authorized to pay to such successor Plan Agent, for each Participant's account,
all dividends and distributions payable on Shares held in their name or under
the Plan for retention or application by such successor Plan Agent as provided
in these terms and conditions.

         The Plan Agent shall at all times act in good faith and agrees to use
its best efforts within reasonable limits to ensure the accuracy of all services
performed under this Agreement and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to errors unless
such error is caused by the Plan Agent's negligence, bad faith, or willful
misconduct or that of its employees.

         These terms and conditions shall be governed by the laws of the State
of Maryland.




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<PAGE>


IMPORTANT NOTICE

         Please verify the Dividend/Capital Gain Distribution noted on the
attached statement. If you would like to change your option, please contact
____________ immediately at 1-800-__________.















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