J. C. PENNEY COMPANY, INC.
SUPPLEMENTAL RETIREMENT PROGRAM
RESOLVED that pursuant to Paragraph (2) (Amendment and Termination) of Article VIII (Miscellaneous) of the
Supplemental Retirement Program for Management Profit-Sharing Associates of J. C. Penney Company, Inc.
("Program"), the Program shall be amended effective January 13, 1999 to add a new Paragraph
(11) to Article VIII to read as follows:
(11) Change of Control: Solely for the purposes of this Paragraph (11), the term Eligible Management Associate
shall include all active associates who upon their retirement would qualify as an Eligible Management Associate as
of the date of a "Change of Control" (as hereinafter defined).
Upon a Change of Control, assets of the Company in an amount sufficient to pay benefits that have accrued
under the Plan up to that date shall immediately be transferred to a grantor trust to be established by the
Company for the purpose of paying benefits hereunder. Each Eligible Management Associate's vested benefits
shall thereafter be paid to him from such trust in accordance with the terms of the Plan; provided that at the time
of such Change of Control, the Eligible Management Associate may take an irrevocable election to have his Plan
benefits paid in a single-sum immediately upon the later of (i) the date of the Change of Control, or (ii) the Eligible
Management Associate's retirement date; in which event his benefits shall be reduced by 10% as a penalty for
early payment. The amount transferred to the grantor trust shall include the amount necessary to pay benefits for
Eligible Management Associates who have not yet retired, determined as if they retired on the date of the Change
of Control. 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 that have accrued under the Plan during the preceding twelve
For purposes of this Paragraph (11), a Change of Control sha