THIRD AMENDMENT to INDEMNIFICATION TRUST AGREEMENT, effective as of
June 1st, 2008 ("Third Amendment"), by and among J. C. Penney Company, Inc., a Delaware corporation and
J. C. Penney Corporation, Inc., a Delaware corporation and wholly-owned subsidiary of J. C. Penney
Company, Inc. (herein collectively called the "Company"), and JPMorgan Chase Bank (as successor to Chemical
Bank), a bank organized and existing under the laws of the State of New York, as trustee ("Trustee").
The Company and Trustee have heretofore executed an Indemnification Trust Agreement, dated as of
July 30, 1986, as amended March 30, 1987 and January 27, 2002 ("Trust Agreement"), for the benefit of the
Indemnitees (as defined on page 1 of the Trust Agreement). Pursuant to Section 9(d) of the Trust Agreement,
upon the written consent of the Representatives (as defined in Section 4(a) of the Trust Agreement), the
Company and the Trustee now wish to amend the section of the Trust Agreement described below to reflect a
change in the timing of payment by the Company to each Representative of his or her annual fee under the Trust
NOW, THEREFORE, the Company and the Trustee agree that:
(e) In consideration for their services hereunder to the beneficiaries hereof, each
Representative shall be paid by the Company an annual fee of $5,000 (payable monthly in arrears
for each full or partial month of service as a Representative or by such other payment method that
the Company deems appropriate), plus $600 for attendance at each meeting (whether by presence
in person or by means of conference telephone or similar communications equipment) of
Representatives regarding any matter relating to this Trust Agreement, and shall be reimbursed for
expenses of meeting attendance.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Third Amendment as of
the date(s) set forth below.