J. C. PENNEY COMPANY, INC.
2000 NEW ASSOCIATE EQUITY PLAN
1. Purposes of Plan. The general purposes of this 2000 New Associate Equity Plan ("Plan") are to issue equity
compensation to persons not previously employed by J. C. Penney Company, Inc. ("Company") as a material
inducement to such persons entering into an employment contract with the Company, and to motivate such
persons thereafter in connection with their efforts on the Company's behalf to sustain its progress, growth, and
2. Shares Subject to Plan. The maximum number of shares of the Company's Common Stock, par value $.50
per share ("Common Stock") upon which options to purchase shares of Common Stock ("Stock Options") or
awards of Common Stock or share units ("Stock Awards") (together, "Awards") may be issued under the Plan is
5,500,000. In no event may more than 50% of the shares reserved for issuance under the Plan be issued as
Stock Awards over the term of the Plan.
Common Stock issuable under the Plan may be, in whole or in part, as determined by the Company's Board of
Directors ("Board of Directors" or "Board"), authorized but unissued shares, reacquired or treasury shares, or
shares available from prior plans. Upon the settlement of an option exercise under the Plan using the "stock-
swap" or similar payment method, the number of shares of Common Stock tendered as a result of the exercise
will again be available
for use under the Plan. If any Stock Option granted under the Plan expires or terminates for any reason without
having been exercised in full, or if any Stock Award is not earned in full, the unpurchased or unearned shares will
also again be available for use under the Plan. "Common Stock" includes any security issued in substitution,
exchange, or in lieu thereof. Any Awards under the Plan may be granted independent of, or in tandem with, each
other or with other awards granted outside of the Plan.
3. Eligibility and Bases of Participation. Awards under the Plan may be made to