J. C. Penney Company, Inc. Retirement Plan For Non-Associate Directors
ARTICLE I PURPOSE OF PLAN
The purpose of the J. C. Penney Company, Inc. Retirement Plan for Non-Associate Directors is to provide
retirement benefits for members of the Board of Directors who have not been Associates, to provide competitive
compensation for such members of the Board of Directors, and to enable the Company to attract and retain
directors who are not Associates.
ARTICLE II DEFINITIONS
For the purpose of this Plan the following terms shall have the following meanings:
ASSOCIATE: Used in the Company's organization interchangeably with the word "employee" and, for purposes
of the Plan, means an employee of the Company or of any Subsidiary, including an officer who may or may not
be a director, but excluding a director serving only in that capacity.
BOARD OF DIRECTORS: The Board of Directors of the Company.
BOARD SERVICE: The aggregate number of full years plus any fraction of a year (expressed as 1/12 of a year
for each full month or fraction thereof) of active service as a director of the Company commencing on the date
fixed by the Board of Directors or the stockholders of the Company as the date of election of a director.
CODE: The Internal Revenue Code of 1986, as amended from time to time.
COMMITTEE: The committee appointed by the Board of Directors to administer the Plan provided for in
COMPANY: J. C. Penney Company, Inc., a Delaware corporation.
EARLY RETIREMENT DATE: The date on which an Eligible Director ceases to be a director of the Company
(prior to his Normal Retirement Date) provided that the director has at least five years of Board Service.
ELIGIBLE DIRECTOR: Subject to paragraph (4) of Article III and paragraph (2) of Article VII, any person
who, after the effective date of the Plan, has at least five years of Board Service, and who is not entitled to
receive benefits under the Company's Pension Plan for its Associates with the following exceptions: (1) a