J. C. Penney Company, Inc.
Deferred Compensation Plan for Directors
AS AMENDED EFFECTIVE APRIL 9, 1997
1. PURPOSE OF PLAN The purpose of the J. C. Penney Company, Inc. Deferred Compensation Plan for
Directors ("Plan") is to provide a procedure whereby a member of the Board of Directors of J. C. Penney
Company, Inc. ("Company") who is not an associate of the Company or any of its subsidiaries ("Director") may
defer the payment of all or a specified portion of the compensation payable to the Director for services as a
Director, including the annual retainer, meeting fees, and fees payable to a Director for services above and
beyond those services in connection with his or her Board and committee responsibilities ("Fees"). Deferred Fees
will be subject to Social Security Self-Employment tax in the year the Fees are paid irrespective of when such
Fees are earned. A Director who elects to defer the payment of Fees will be eligible to make a deductible Keogh
Plan contribution with respect to such Fees in the year such Fees are actually paid to the Director.
2. ADMINISTRATION The Plan shall be administered by a committee ("Committee") consisting of one or more
persons appointed from time to time by the Board of Directors out of those members of the Board of Directors
who have never been participants under the Plan. The Committee shall have plenary authority in its discretion, but
subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to it, and to make all other determinations deemed necessary or advisable for the
administration of the Plan. The determinations of the Committee on the foregoing matters shall be conclusive and
binding on all interested parties.
3. ELECTION TO DEFER A Director may elect, at any time, to defer payment of all or a specified portion of
any unearned Fees. Such election shall be effective on the first day of the month following receipt by the
Secretary of the Company of writt