Exhibit 10(c) Agreement
This Agreement (the "Agreement") is entered into between J. C. Penney Company, Inc. (the "Company"), and
James E. Oesterreicher (the "Associate") as of September 30, 2000.
In consideration of the Associate's agreement in March, 2000 to remain as the Company's Chairman of the
Board and Chief Executive Officer for a then indefinite period until his successor was in place, Associate's
agreement to assist in the subsequent transition, and following his retirement and during the term hereof to be
available as needed, and in order to provide Associate with appropriate office and clerical support, and in
consideration of the following covenants and mutual promises, the Company and the Associate have agreed to
enter into this Agreement.
While an executive with the Company, Associate has been entrusted with, acquired, or developed substantial
knowledge and expertise of a special nature relating to the business, financial and functional areas of the
Company, as well as other information and knowledge concerning the Company and its internal business affairs.
As an executive of the Company and in such capacity Associate has obtained highly confidential business,
customer, and strategic information, as well as business and other information relating to the internal affairs of the
Payments. Following the execution of this Agreement, the Company shall make a lump sum payment to Associate
in the amount of $3,000,000.
Non-Competition, Nonsolicitation and Confidentiality. For the period beginning on the date hereof and ending on
September 29, 2003 (the "Agreement Term") the Associate agrees that he will not become employed by, be or
become an officer or director of, agree personally to perform services for, or enter into a consulting arrangement
with a company included in the S&P 500 Retail Index for department stores (individually and collectively, the
"Competitors"). During the Agreement Term, the Associate further agrees that he will not (i) directly or indirectly