ECKERD CORPORATION LOAN AGREEMENT
Agreement made as of the 28th day of September, 1998 to be effective on that date ("Effective Date"), between
the lender, J. C. Penney Company, Inc. ("JCPenney"), a Delaware corporation with its principal place of
business at 6501 Legacy Drive, Plano, Texas 75024-3698 and the borrower, Eckerd Corporation ("Borrower"),
a Delaware corporation with its principal place of business at 8333 Bryan Dairy Road, Largo, FL 33777.
BORROWING AMOUNTS, TERMS AND PROCEDURES
Between the Effective Date and September 28, 2003 (the "Borrowing Period"), JCPenney will make available
the sum of Three Billion, Five Hundred Million Dollars ($3,500,000,000) ("Borrowing Amount") for borrowing
by Borrower. The Borrowing Amount includes (1) the $1,595,000,000 open account indebtedness between
JCPenney and Eckerd at the Interest Rate defined herein, and (2) the $100,000,000 open account indebtedness
between JCPenney and Eckerd at the Short-Term Borrowings Rate shown on the Analysis of Average
Borrowings and Interest Expense as calculated monthly by JCPenney's Controller's Department. This Agreement
formalizes such previous loans from JCPenney to Eckerd. During the Borrowing Period, subject to the following
terms and conditions, Borrower may borrow, repay, and borrow again under this Loan Agreement and
Borrower agrees to repay interest and principal as provided herein.
During the Borrowing Period, Borrower may from time to time request one or more loans (an "Advance" or
"Advances") from JCPenney up to the limit of the Borrowing Amount, and JCPenney will lend to Borrower such
sum or sums, each borrowing with a maturity no later than September 9, 2003, as Borrower requests, provided
that the total of Advances at any one time outstanding shall not exceed the Borrowing Amount.
By noon Eastern time, Borrower will notify JCPenney of the amount it intends to borrow or repay the next day.
JCPenney will transfer the amount or credit such amount, as the case may be, of an Advance or