MIRROR PLANS AMENDMENT
Pursuant to Section 8.01 (Plan Amendment) of the J. C. Penney Company, Inc. Mirror Savings Plan I and the J.
C. Penney Company, Inc. Mirror Savings Plans II ("Mirror Plans"), Section 7.08 of the Mirror Plans shall be
amended effective July 14, 1999 in its entirety to read as follows:
7.08 Change of Control
At the time of commencement of participation in the Plan, a Participant may make an irrevocable election to have
his Plan benefits paid in a single-sum immediately upon a Change of Control (as hereafter defined). If the
Participant makes such an election as described above, his vested Plan benefits shall be paid in a single-sum upon
a Change of Control.
If the Participant does not make such an election, then, upon a Change of Control, assets of the Company in an
amount sufficient to pay benefits then due under the Plan shall immediately be transferred to a grantor trust to be
established by the Company for the purpose of paying benefits hereunder, and the Personal Account and
Company Account shall thereafter be paid to the Participant from such trust in accordance with the terms of the
Plan; provided that at the time of such Change of Control, the Participant may make an irrevocable election to
have his Plan benefits paid in a single-sum immediately, in which event the Participant's benefits shall be reduced
by 10% as a penalty for early withdrawal, and the Participant shall receive a single-sum payment of only 90% of
his benefits otherwise payable under the Plan. On each anniversary date of the date of a Change of Control, the
Company shall transfer to the grantor trust an amount necessary to pay all benefits accrued under the Plan during
the preceding twelve months.
For purposes of this Section 7.08, a Change of Control shall be deemed to have occurred if the event set forth in
any one of the following paragraphs shall have occurred:
(a) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not