<PAGE>
                                                              EXHIBIT 10(ii)(ak)



                               ECKERD CORPORATION

                         SUPPLEMENTAL RETIREMENT PROGRAM





                       ADOPTED EFFECTIVE FEBRUARY 25, 1993
                              BY THRIFT DRUG, INC.

                 AMENDED AND RESTATED EFFECTIVE DECEMBER 1, 1995
                              BY THRIFT DRUG, INC.

                  AMENDED AND RESTATED EFFECTIVE MARCH 21, 2002
                              BY ECKERD CORPORATION



         ==============================================================
                                DOCUMENT HISTORY

         This document is the amended and restated plan adopted
         by the Thrift Drug, Inc. board of directors effective
         December 1, 1995, as amended and restated effective
         March 21, 2002 by the board of directors of Eckerd Coporation.
         ==============================================================




<PAGE>
                               ECKERD CORPORATION
                         SUPPLEMENTAL RETIREMENT PROGRAM


                       ADOPTED EFFECTIVE FEBRUARY 25, 1993

                 AMENDED AND RESTATED EFFECTIVE DECEMBER 1, 1995

                  AMENDED AND RESTATED EFFECTIVE MARCH 21, 2002


                            TABLE OF CONTENTS
<Table>
<Caption>


Article                                                                    Page
-------                                                                    ----
<S>                                                                         <C>
ARTICLE I.  INTRODUCTION  ................................................   1

ARTICLE II.  DEFINITIONS  ................................................   2

ARTICLE III.  PARTICIPATION  .............................................  11

ARTICLE IV.  BENEFITS  ...................................................  12

    (1)    At Early, Traditional, or Delayed Retirement Date..............  12
    (2)    Minimum Benefit................................................  15
    (3)    Social Security Make-up........................................  16
    (4)    Death Benefit..................................................  16
    (5)    Life Insurance Coverage........................................  17
    (6)    Effect of Certain Payments made in December 1992...............  18
    (7)    Nonduplication of Benefits.....................................  18

ARTICLE V.  FORM AND COMMENCEMENT OF BENEFIT PAYMENTS  ...................  19

    (1)    Delayed Commencement of Benefits...............................  19
    (2)    Optional Forms of Benefit Payment..............................  19
    (3)    Small Annuities................................................  19

ARTICLE VI.  ADMINISTRATION  .............................................  20

ARTICLE VII.  TYPE OF PLAN  ..............................................  21

ARTICLE VIII.  MISCELLANEOUS..............................................  22

    (1)    Additional Credited Service and Other Adjustments..............  22
</Table>

                                       i

<PAGE>
<Table>

<S>                                                                        <C>
    (2)    Amendment and Termination......................................  22
    (3)    Rights of Associates...........................................  24
    (4)    Mistaken Information...........................................  24
    (5)    Liability......................................................  24
    (6)    Benefits for Reemployed Eligible Management Associates.........  24
    (7)    Construction...................................................  24
    (8)    Non-assignability of Benefits..................................  25
    (9)    Governing Law..................................................  25
    (10)   Transferred Eligible Management Associates.....................  25

ARTICLE IX.  CLAIMS PROCEDURES  ..........................................  26

APPENDIX I       .........................................................  27
</Table>

                                       ii

<PAGE>

                               ECKERD CORPORATION
                         SUPPLEMENTAL RETIREMENT PROGRAM


                       ADOPTED EFFECTIVE JANUARY 25, 1993
                              BY THRIFT DRUG, INC.

                 AMENDED AND RESTATED EFFECTIVE DECEMBER 1, 1995
                              BY THRIFT DRUG, INC.

                  AMENDED AND RESTATED EFFECTIVE MARCH 21, 2002
                              BY ECKERD CORPORATION


ARTICLE I.  INTRODUCTION

         The Eckerd Corporation Supplemental Retirement Program (formerly known
as Supplemental Retirement Program for Management Profit-Sharing Associates of
Thrift Drug, Inc.) is a plan maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
associates.

         This document amends and restates the Plan, effective March 21, 2002,
to allow Eckerd Corporation to adopt and continue the Program as the successor
to Thrift Drug, Inc.

         With respect to any Eligible Management Associate who terminated
employment prior to March 21, 2002, eligibility for benefits shall be determined
pursuant to the terms and conditions of the Supplemental Retirement Program for
Management Profit-Sharing Associates of Thrift Drug, Inc. in effect prior to
March 21, 2002.


                                       1
<PAGE>



ARTICLE II.  DEFINITIONS

         For the purpose of this Plan the following terms shall have the
following meanings:

         ASSOCIATE: Any person who is classified as an associate and employed by
a Controlled Group Member if the relationship between a Controlled Group Member
and such person would constitute the legal relationship of employer and
employee.

         AVERAGE FINAL COMPENSATION: The average annual Compensation of an
Eligible Management Associate with respect to the three calendar years of his
highest Compensation determined by taking into account (a) the Compensation
attributable to the Eligible Management Associate's Credited Service in the
calendar year in which occurs such Early Retirement Date, Traditional Retirement
Date, or Delayed Retirement Date, as the case may be, and (b) the Compensation
during either of the following, whichever is appropriate:

(i)      the 9 full calendar years of Final Service immediately preceding the
         calendar year in which occurs the Eligible Management Associate's Early
         Retirement Date, Traditional Retirement Date, or Delayed Retirement
         Date, as the case may be; or

(ii)     if such Eligible Management Associate has less than 9 full calendar
         years of Final Service, the entire number of full calendar years of
         such Final Service immediately preceding the calendar year in which
         occurs the Eligible Management Associate's Early Retirement Date,
         Traditional Retirement Date, or Delayed Retirement Date, as the case
         may be.

         If such Eligible Management Associate has less than three full calendar
years of Final Service prior to the calendar year in which occurs his Early
Retirement Date, Traditional Retirement Date, or Delayed Retirement Date,
Average Final Compensation shall mean the aggregate Compensation earned with
respect to the Eligible Management Associate's Final Service immediately
preceding the calendar year in which occurs his Early Retirement Date,
Traditional Retirement Date or Delayed Retirement Date, divided by the total
number of full months of such Final Service, multiplied by 12.

         BENEFICIARY: The one or more persons or entities entitled to receive a
distribution of the Eligible Management Associate's interest in the Plan in the
event of his death.

         BENEFITS ADMINISTRATION COMMITTEE: The committee appointed by the Board
of Directors to administer the Plan.

                                       2
<PAGE>

         BENEFIT COMMENCEMENT DATE: The date upon which payment of a Pension
Plan Participant's retirement benefit is scheduled to begin pursuant to the
terms of the Pension Plan.

         BENEFIT RESTORATION PLAN: J. C. Penney Corporation, Inc. Benefit
Restoration Plan, as amended from time to time.

         BOARD OF DIRECTORS: Board of Directors of the Company.

         CODE: The Internal Revenue Code of 1986, as amended from time to time.
References to "regulations" are to regulations published by the Secretary of the
Treasury under applicable provisions of the Code, unless otherwise expressly
indicated.

         COMPANY: Eckerd Corporation and any successor corporation that adopts
the Plan.

         COMPANY ACCOUNT(S): The account(s) of that name and any successor
account(s) and/or fund(s) established and maintained pursuant to the Mirror
Savings Plans and the Savings Plan in which are reflected all employer
contributions allocated to an Eligible Management Associate together with all
assets attributable thereto.

         COMPENSATION: The wages paid to an Associate by the Company, or, for
the purpose of determining Average Final Compensation only, by a Controlled
Group Member, as the term wages is defined in Code Section 3401(a), determined
without regard to any reduction for workers' compensation and state disability
insurance reimbursements, and all other compensation payments for which the
Company or other Controlled Group Member is required to furnish the Associate a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052, reduced by
the following items:

(a)      all expatriate and foreign service allowances, including without
limitation cost-of-living adjustments;

(b)      tax gross-up payments;

(c)      noncash prizes;

(d)      income attributable to employer-provided group term life insurance;

(e)      income recognized with respect to stock options and stock awards;

(f)      tax equalizations payments;

(g)      taxable and nontaxable relocation payments;


                                       3
<PAGE>


(h)      payments of deferred amounts under the Company's long term incentive
plans or any other nonqualified plan of deferred compensation;

(i)      [Reserved]

(j)      severance pay, outplacement pay, and/or critical pay;

(k)      third-party disability payments (State of New York);

(l)      home sale bonus payments;

(m)      mortgage interest assistance payments;

(n)      senior management perquisites, tax preparation fees, and allowances for
travel from Alaska and Hawaii;

(o)      legal settlements constituting back pay or other wage payments;

(p)      non-Associate travel reimbursements;

(q)      clothing allowance payments; and

(r)      payments made pursuant to a non-compete agreement.

         In addition, Compensation includes any contributions made by the
Company or other Controlled Group Member on behalf of an Associate pursuant to a
deferral election under any employee benefit plan containing a cash or deferred
arrangement under Code Section 401(k), and any amounts that would have been
received as cash but for an election to receive benefits under a cafeteria plan
meeting the requirements of Code Section 125, and amounts deferred by an
Associate under the Mirror Savings Plans.

         An Associate who is in the service of the Armed Forces of the United
States during any period in which his reemployment rights are guaranteed by law
will be considered to have received the same rate of Compensation during his
absence he was receiving immediately prior to his absence, provided he returns
to employment with a Controlled Group Member within the time such rights are
guaranteed.

         CONTROLLED GROUP: The Company and all other corporations, trades and
businesses, the employees of which, together with employees of the Company, are
required by the first sentence of subsection (b) , by subsection (c) , by
subsection (m) , or by subsection (o) of Code section 414 to be treated as if
they were employed by a single employer.


                                       4
<PAGE>


         CONTROLLED GROUP MEMBER: Each corporation or unincorporated trade or
business that is or was a member of a Controlled Group, but only during such
period as it is or was such a member.

         CREDITED SERVICE: The years of credited service, up to a total maximum
of 40 years, credited to an Eligible Management Associate (a) under the terms of
the Pension Plan, determined without regard to any yearly limitation imposed by
the terms of the Pension Plan (excluding any periods of Disability Service), (b)
under Paragraph (1) of Article VIII, and (c) years of Service with the Company
or other Controlled Group Member after he ceases earning credited service under
the terms of the Pension Plan.

         DELAYED RETIREMENT DATE: The first day of the month immediately
following the date on which an Eligible Management Associate Separates from
Service after having attained Traditional Retirement Age.

         DISABILITY SERVICE: The years of disability service credited to an
Eligible Management Associate under the terms of the Pension Plan.

         EARLY RETIREMENT AGE: The first date on which an Eligible Management
Associate has attained age 55 and has completed at least 15 years of Service.

         EARLY RETIREMENT DATE: The first day of the month immediately following
the date on which an Eligible Management Associate Separates from Service after
having attained Early Retirement Age but before attainment of such Eligible
Management Associate's Traditional Retirement Age.

         ELIGIBLE MANAGEMENT ASSOCIATE: An Associate who is employed by the
Company and who is classified under the Company's personnel policy as a
management associate in an Eckerd Position Level 9 or higher on his Separation
from Service after attainment of Early Retirement Age or Traditional Retirement
Age and

         (a)  who is listed in Appendix I to the Plan; or

         (b)  who transfers employment to the Company after March 21, 2002 and
              who on December 31, 1995 was classified as an eligible management
              associate under the terms of the Supplemental Retirement Program
              for Management Profit-Sharing Associates of J. C. Penney
              Corporation, Inc.; or

         (c)  who is employed by the Company after March 21, 2002 and who on
              December 31, 1995 was classified as an eligible management
              associate under the terms of the Supplemental Retirement Program
              for Management Profit-Sharing Associates of Thrift Drug, Inc.

         ERISA: Employee Retirement Income Security Act of 1974, as amended from
time to time.


                                       5
<PAGE>


         ESTIMATED SOCIAL SECURITY BENEFIT: (1) For purposes of the benefit
provided in Paragraph (3) of Article IV the monthly benefit the Eligible
Management Associate would receive under the Social Security Act at age 62 based
on the following assumptions:

         (i)    All compensation earned (a) prior to the later of 1951 or the
                year the Eligible Management Associate attains age 22 or (b) in
                the year in which the Eligible Management Associate Separates
                from Service if such separation occurs prior to the last day of
                the calendar year will be disregarded;

         (ii)   Earnings for the years prior to the Eligible Management
                Associate's employment with the Participating Employer are in
                the same proportion to the Taxable Wage Base in effect for the
                prior years as that which the first full year of earnings bore
                to the Taxable Wage Base in existence at that time;

         (iii)  Earnings are averaged over a number of full calendar years as
                determined by the following:

<Table>
<Caption>

                                                           Number of Full
                        Year of Birth                      Calendar Years
                        -------------                      --------------
<S>                      <C>                                     <C>
                          1925                                    31
                          1926                                    32
                          1927                                    33
                          1928                                    34
                          After 1928                              35
</Table>


                If the Eligible Management Associate's total calendar years of
                earnings determined under clauses (i) and (ii) above exceed the
                number of full years of earnings that are to be averaged based
                on the year of such Eligible Management Associate's birth, one
                or more of the Eligible Management Associate's lowest years of
                earnings will be disregarded until his total years of earnings
                equals the number of full years of earnings that are to be
                averaged based on the year of such Eligible Management
                Associate's birth.

         (iv)   Social Security indexing factors used are those actually used by
                the Social Security Administration in determining the Eligible
                Management Associate's Social Security benefit, and if those
                factors are not available, the latest published factors will be
                used.

(2)      For Eligible Management Associates who reach Traditional Retirement Age
         on or prior to August 1, 2000, for purposes of clause (iii) of
         Subparagraph (b) of


                                       6
<PAGE>


         Paragraph (1) of Article IV the lesser of the benefit determined under
         (A) or (B) below:

         (A)  The product of (a) multiplied by (b) with (a) being the monthly
              benefit the Eligible Management Associate would receive under the
              Social Security Act at age 62, or if retirement is later than age
              62, the benefit payable at actual retirement, based on the
              following assumptions:

              (i)    The benefit is based solely on the compensation earned
                     during the Eligible Management Associate's calendar years
                     of service and disregarding the Eligible Management
                     Associate's last calendar year of service if less than a
                     full year and disregarding completely all other years;

              (ii)   Earnings are averaged over the number of years of actual
                     credited service, as defined in the Pension Plan;

              (iii)  Social Security indexing factors used are those actually
                     used by the Social Security Administration in determining
                     the Eligible Management Associate's Social Security
                     benefit, and if those factors are not available, the latest
                     published factors will be used;

              and (b) being a fraction, not exceeding one, the numerator of
              which is the Eligible Management Associate's years of credited
              service, as defined by the Pension Plan and the denominator of
              which is 30.

         (B)  The monthly benefit the Eligible Management Associate would
              receive under the Social Security Act at age 62, or if retirement
              is later than age 62, the benefit payable at actual retirement,
              based on the following assumptions:

              (i)    All compensation earned (a) prior to the later of 1951 or
                     the year the Eligible Management Associate attains age 22
                     or (b) in the year in which the Eligible Management
                     Associate Separates from Service if such separation occurs
                     prior to the last day of the calendar year will be
                     disregarded;

              (ii)   The Eligible Management Associate earned no compensation
                     for calendar years before the Eligible Management Associate
                     was employed by the Participating Employer, which years
                     will be included in the calculation as years of zero
                     earnings;

              (iii)  Earnings are averaged over a number of full calendar years
                     as determined by the following:

                                       7





<PAGE>

<Table>
<Caption>

                                                              Number of Full
                          Year of Birth                       Calendar Years
                         ----------------                    ----------------
                            <S>                                  <C>
                            1925                                     31
                            1926                                     32
                            1927                                     33
                            1928                                     34
                            After 1928                               35
</Table>

                     If the Eligible Management Associate's total calendar years
                     of earnings determined under clauses (i) and (ii) above
                     exceed the number of full years of earnings that are to be
                     averaged based on year of such Eligible Management
                     Associate's birth, one or more of the Eligible Management
                     Associate's lowest years of earnings will be disregarded
                     until his total years of earnings equals the number of full
                     years of earnings that are to be averaged based on the
                     year of such Eligible Management Associate's birth.

              (iv)   Social Security indexing factors used are those actually
                     used by the Social Security Administration in determining
                     the Eligible Management Associate's Social Security
                     benefit, and, if those factors are not available, the
                     latest published factors will be used.

              For Eligible Management Associates who reach Traditional
Retirement Age after August 1, 2000, for purposes of clause (iii) of
Subparagraph (b) of Paragraph (1) of Article IV, Estimated Social Security
Benefit shall be determined under (B) above.

              FINAL SERVICE: An Eligible Management Associate's years of
credited service under the terms of the Pension Plan plus his years of Service
with the Company or other Controlled Group Member after he ceases earning
credited service under the terms of the Pension Plan. Calendar years that
include a period of Disability Service will not be included in the determination
of Final Service. Calendar years of Service or of Credited Service that are
interrupted by a Separation from Service or by one or more years in which the
Eligible Management Associate did not receive Compensation for the entire year
will be considered to be consecutive for purposes of determining consecutive
years of Final Service.

              HUMAN RESOURCES AND INVESTMENT COMMITTEE: The Human Resources and
Investment Committee appointed by the Board of Directors.

              INTEREST INCOME ACCOUNT(s): The account(s) of that name and any
successor account(s) and/or fund(s) established and maintained pursuant to the
Savings and Profit-Sharing Retirement Plan, the Savings, Profit-Sharing and
Stock Ownership Plan, and the Savings Plan.

              MATCHED DEPOSITS: An Eligible Management Associate's deposits, not
in excess of 6% of his compensation (as defined in the Savings and
Profit-Sharing


                                        8




<PAGE>


Retirement Plan, the Savings, Profit-Sharing and Stock Ownership Plan and the
Mirror Savings Plans), made pursuant to the Savings and Profit-Sharing
Retirement Plan, the Savings, Profit-Sharing and Stock Ownership Plan, and the
Mirror Savings Plans, and his deposits not in excess of 3% of his compensation
(as defined in the Savings Plan) made pursuant to the Savings Plan.

         MIRROR SAVINGS PLANS: The J. C. Penney Corporation, Inc. Mirror Savings
Plan I, the J. C. Penney Corporation, Inc. Mirror Savings Plan II, and the J. C.
Penney Corporation, Inc. Mirror Savings Plan III.

         OFFICER: An Associate who is an officer of the Company or a subsidiary
of the Company as determined by the Chief Executive Officer of the Company, or
his successor by position or title.

         PENNEY STOCK (COMPANY) ACCOUNT: The account(s) of that name and any
successor account(s) and/or fund(s) established and maintained pursuant to the
Savings and Profit-Sharing Retirement Plan, the Savings, Profit-Sharing and
Stock Ownership Plan, and the Savings Plan.

         PENSION PLAN: J. C. Penney Corporation, Inc. Pension Plan, as amended
from time to time.

         PENSION PLAN PARTICIPANT: An Associate or former Associate who is
treated as a participant under the Pension Plan.

         PLAN: Eckerd Corporation Supplemental Retirement Program, as amended
from time to time, and formerly known prior to March 21, 2002 as the
Supplemental Retirement Program for Management Profit-Sharing Associates of
Thrift Drug, Inc.

         SAVINGS PLAN: Eckerd Corporation 401(k) Savings Plan, as amended from
time to time.

         SAVINGS AND PROFIT-SHARING RETIREMENT PLAN: J. C. Penney Company, Inc.
Savings and Profit-Sharing Retirement Plan, as amended from time to time, which
was merged into the Savings, Profit-Sharing and Stock Ownership Plan effective
January 1, 1999.

         SAVINGS, PROFIT-SHARING AND STOCK OWNERSHIP PLAN: J. C. Penney
Corporation, Inc. Savings, Profit-Sharing and Stock Ownership Plan, as amended
from time to time.

         SEPARATION FROM SERVICE OR SEPARATES FROM SERVICE: Termination of
Service after having attained age 55 by reason of disability, discharge,
retirement (including resignation), or death. Termination of Service due to a
disability is deemed to occur



                                       9
<PAGE>

upon the later of termination of the Eligible Management Associate's sick pay or
at the end of any leave of absence granted the Eligible Management Associate.

         SERVICE: The period of time credited to an Eligible Management
Associate as service under the terms of the Pension Plan to his Separation from
Service.

         SPOUSE: The individual to whom an Eligible Management Associate is
legally married under the laws of the State (within the meaning of section 3(10)
of ERISA) in which the Eligible Management Associate is domiciled, or if
domiciled outside the United States, under the laws of the State of Florida.

         TRADITIONAL RETIREMENT AGE: The date on which an Eligible Management
Associate attains age 60.

         TRADITIONAL RETIREMENT DATE: The first day of the month immediately
following the date an Eligible Management Associate attains Traditional
Retirement Age if such Eligible Management Associate Separates from Service on
such date.

         VALUATION DATE: With respect to the Company Accounts, excluding the
Penney Stock (Company) Account, each day of the calendar year. With respect to
the Penney Stock (Company) Account(s), each day of a calendar year on which the
New York Stock Exchange is open. If the New York Stock Exchange is closed, the
Penney Stock (Company) Account(s) will have the same value as of the last
immediately preceding day the Exchange was open.


                                       10

<PAGE>


ARTICLE III.  PARTICIPATION

         Each Eligible Management Associate shall participate in the Plan as of
such Eligible Management Associate's Early Retirement Date, Traditional
Retirement Date, or Delayed Retirement Date, as the case may be; provided,
however, that such Eligible Management Associate who has a Separation from
Service in the month of December shall commence participation in the Plan as of
the last day of that December. Notwithstanding the preceding sentence, effective
on and after January 1, 1996, any Associate who, on December 31, 1995, was not
classified by Thrift Drug, Inc. as a management associate with a position
responsibility level of 14 or higher or who was not participating in a profit
incentive compensation program shall not be considered an Eligible Management
Associate and shall not participate in the Plan.

         An Associate whose name appears in Appendix II or Appendix III of the
Supplemental Retirement Program for Management Profit-Sharing Associates of J.
C. Penney Corporation, Inc. shall not be eligible to participate in the Plan.

         The determination of whether an Associate is an Eligible Management
Associate entitled to participate in the Plan shall be made on the Associate's
Separation from Service.



                                       11
<PAGE>


ARTICLE IV. BENEFITS

         (1) AT EARLY, TRADITIONAL, OR DELAYED RETIREMENT DATE: The annual
amount of benefit payable from the Plan in monthly installments to an Eligible
Management Associate commencing on such Eligible Management Associate's Early
Retirement Date, Traditional Retirement Date, or Delayed Retirement Date, as the
case may be, and terminating with the installment payable on the first day of
the month in which such Eligible Management Associate dies, shall be:

     (a)    the sum of

         (i)    3% of the Eligible Management Associate's Average Final
                Compensation multiplied by such Eligible Management Associate's
                Credited Service not in excess of 10 years;

                                      plus

         (ii)   1% of the Eligible Management Associate's Average Final
                Compensation multiplied by such Eligible Management Associate's
                Credited Service in excess of 10 years but not in excess of 30
                years;
                                      plus

         (iii)  1/2 of 1% of the Eligible Management Associate's Average Final
                Compensation multiplied by such Eligible Management Associate's
                Credited Service in excess of 30 years but not in excess of 40
                years;
                                      less

         (iv)   1/3 of 1% for each month by which the Eligible Management
                Associate's Early Retirement Date shall precede such Eligible
                Management Associate's Traditional Retirement Date multiplied by
                the Eligible Management Associate's Average Final Compensation;

LESS

         (b) the sum of

         (i)   the single-life, no-death-benefit annuity equivalent of (a) the
               annual amount of pension payable pursuant to the Pension Plan
               (disregarding Disability Service) assuming that the Eligible
               Management Associate's Benefit Commencement Date is the first day
               of the month immediately following the date of such Eligible
               Management Associate's Separation from Service, (b) the annual
               amount payable pursuant to the terms of a domestic relations
               order qualified under Code Section 414(p), (A) from the Pension
               Plan and (B) from benefits accrued pursuant to Paragraph (1) of
               Article IV of the Benefit Restoration Plan and (c) the accrued
               benefit payable pursuant to Paragraph (1) of Article IV of the
               Benefit Restoration Plan;

                                      plus

         (ii)  the single-life, no-death-benefit annuity equivalent, as of the
               Valuation Date which is the next trading date of the New York
               Stock Exchange following the Eligible Management Associate's
               Separation from Service, of


                                       12
<PAGE>


                  (a)    the value of all assets allocated to the Eligible
                         Management Associate in the Company Account(s) under
                         the Savings Plan; and

                  (b)    the value of any additional assets which would have
                         been allocated to the Eligible Management Associate's
                         Company Account(s) under the Savings and Profit-Sharing
                         Retirement Plan, the Savings, Profit-Sharing and Stock
                         Ownership Plan, the Mirror Savings Plans, and the
                         Savings Plan had such Eligible Management Associate
                         made all further permissible Matched Deposits under
                         each said plan; and

                  (c)    the value of dividends attributable to units in his
                         Company Account (within the meaning of the Savings,
                         Profit-Sharing and Stock Ownership Plan and the Savings
                         Plan) and distributed to the Eligible Management
                         Associate pursuant to Section 9.04 of the Savings,
                         Profit-Sharing and Stock Ownership Plan and Section
                         9.04 of the Savings Plan; and

                  (d)    the value of any amounts payable pursuant to the terms
                         of a domestic relations order qualified under Code
                         Section 414(p) out of such Eligible Management
                         Associate's Company Account(s) from the Savings and
                         Profit-Sharing Retirement Plan, the Savings,
                         Profit-Sharing and Stock Ownership Plan, and the
                         Savings Plan; and

                  (e)    the value of benefits payable to the Eligible
                         Management Associate (or another person on behalf of
                         the Eligible Management Associate from (A) his annual
                         benefit limit make-up account pursuant to paragraph (2)
                         of Article IV of the Benefit Restoration Plan prior to
                         January 1, 1999, and (B) his Company Accounts under the
                         Mirror Savings Plans;

                                      plus

            (iii) 50% (less 1/4 of 1% for each month by which the Eligible
                  Management Associate's Early Retirement Date shall precede
                  such Eligible Management Associate's Traditional Retirement
                  Date) of the Eligible Management Associate's Estimated Social
                  Security Benefit;
                                      plus

            (iv)  in the case of an Eligible Management Associate whose Credited
                  Service is increased pursuant to Paragraph (1) of Article
                  VIII, the amount of annual retirement benefit (or any
                  commutations thereof or substitutions therefor) payable to an
                  Eligible Management Associate from any other employer, but
                  only to the extent determined by the Benefits Administration
                  Committee, expressed in the form of a single-life,
                  no-death-benefit annuity equivalent (as determined by the
                  Benefits Administration Committee), commencing on such
                  Eligible Management Associate's Separation from Service.


                                       13
<PAGE>


In determining the amount referred to in clause (ii) of subparagraph (b) of this
Paragraph (1) of this Article IV, it shall be deemed that:

         (i)    an Eligible Management Associate who has not, at all times when
                he was eligible to participate in the Savings and Profit-Sharing
                Retirement Plan and the Savings, Profit-Sharing and Stock
                Ownership Plan, the Mirror Savings Plans, and the Savings Plan
                contributed an amount sufficient to share, to the maximum
                extent, in the Company contribution to such Plan or such
                predecessor plan has so contributed and that an Eligible
                Management Associate who did not share, to the maximum extent,
                in Company contributions for which he was eligible under the
                Savings and Profit-Sharing Retirement Plan due to any withdrawal
                of taxed Matched Deposits, be deemed not to have any such
                withdrawal;

         (ii)   the share of any such Company contribution deemed to have been
                credited to an Eligible Management Associate pursuant to this
                Paragraph (1) shall be deemed to have experienced the same rate
                of dividends, earnings, and change in value as the actual rate
                of dividends, earnings, and change in value experienced from the
                time such share of a Company contribution is deemed to have been
                credited:

                (a)    for plan years ending before January 1, 1989, the Penney
                       Stock (Company) Account under the Savings and
                       Profit-Sharing Retirement plan; and

                (b)    for plan years beginning after December 31, 1988 and
                       ending before January 1, 2002, the Interest Income
                       Account or Fund under the Savings, Profit-Sharing and
                       Stock Ownership Plan; and

                (c)    for plan years beginning after December 31, 2001, the
                       Interest Income Fund under the Savings Plan;

         (iii)  the value of the amount of the Company Account(s) and annual
                limit make-up account paid out pursuant to a domestic relations
                order qualified under Section 414(p) of the Code deemed to have
                been credited to an Eligible Management Associate pursuant to
                this Paragraph shall be deemed to have experienced the same rate
                of earnings and change in value experienced by the Interest
                Income Account under the Savings, Profit-Sharing and Stock
                Ownership Plan from the time such amount is deemed to have been
                credited; and

         (iv)   the rates used to determine the single-life, no-death-benefit
                annuity equivalent shall be the rates that the Benefits
                Administration Committee, in its discretion, shall determine.


                                       14
<PAGE>



Notwithstanding any provision to the contrary, the annual benefit payable from
the Plan under this Paragraph (1) to an Officer shall not be less than the
annual benefit that would have been payable on his Traditional Retirement Date.

         (2) MINIMUM BENEFIT: For the purpose of determining the minimum benefit
payable under this Paragraph (2), an Eligible Management Associate shall be
deemed to have actively participated in the Pension Plan until his Separation
from Service and that his average final pay and credited service (as both terms
are defined by the Pension Plan) continued to his Separation from Service.

In no event will the amount payable to an Eligible Management Associate under
Paragraph (1) of this Article IV at such Eligible Management Associate's
Traditional Retirement Date or Delayed Retirement Date, as the case may be, be
less than the difference between:

         (A)   the amount of pension payable pursuant to the early retirement
               pension benefit provision of the Pension Plan (determined without
               regard to any compensation or benefit limits imposed by the Code)
               that would be applicable if the Eligible Management Associate
               elected to receive benefits pursuant to that provision prior to
               such Eligible Management Associate's normal retirement date, as
               defined in the Pension Plan (disregarding Disability Service, if
               any, and including as Credited Service any increase granted under
               Article VIII hereof) assuming the Eligible Management Associate's
               Benefit Commencement Date is the first day of the month
               immediately following the day of such Eligible Management
               Associate's Separation from Service under this Plan, and

         (B)   the amount of pension payable pursuant to the early retirement
               pension benefit provision of the Pension Plan (determined without
               regard to any compensation or benefit limits imposed by the Code)
               that would be applicable if the Eligible Management Associate did
               not elect to receive benefits pursuant to that provision prior to
               the Eligible Management Associate's normal retirement date, as
               defined in the Pension Plan (disregarding Disability Service, if
               any, and including as Credited Service any increase granted under
               Article VIII hereof).

In no event will the amount payable under Paragraph (1) of this Article IV to an
Eligible Management Associate who Separates from Service on his Early Retirement
Date within one year prior to his Traditional Retirement Date and who is granted
additional Credited Service pursuant to Paragraph (1) of Article VIII at his
Early Retirement Date be less than the difference between:

               (A) the amount of pension that would be payable (determined
               without regard to any compensation or benefit limits imposed by
               the Code) at such



<PAGE>


               Eligible Management Associate's normal retirement date, as
               defined by the Pension Plan (disregarding Disability Service, if
               any, and including as Credited Service, as defined by the Pension
               Plan, any increase granted under Article VIII hereof), and

               (B) the amount of pension payable pursuant to the early
               retirement pension benefit provision of the Pension Plan
               (determined without regard to any compensation or benefit limits
               imposed by the Code) that would be applicable if the Eligible
               Management Associate elected to receive benefits pursuant to that
               provision prior to such Eligible Management Associate's normal
               retirement date, as defined by the Pension Plan (disregarding
               Disability Service, if any, and excluding as Credited Service any
               increase granted under Article VIII hereof) assuming the Eligible
               Management Associate's Benefit Commencement Date is the first day
               of the month following such associate's Separation from Service,
               but in no event prior to the date such associate reaches age 59.

Notwithstanding any provision to the contrary, the annual benefit payable from
the Plan under this Paragraph (2) to an Officer shall not be less than the
annual benefit that would have been payable on his Traditional Retirement Date.

         (3) SOCIAL SECURITY MAKE-UP: In addition to any other benefit payable
under this Plan, an annual benefit equal to the Estimated Social Security
Benefit shall be payable in monthly installments to an Eligible Management
Associate commencing on such Eligible Management Associate's Traditional
Retirement Date or Delayed Retirement Date up to age 62, as the case may be,
(or, for an Eligible Management Associate who Separates from Service within one
year prior to his Traditional Retirement Date and who is granted any adjustment
pursuant to either clause (i) or (ii) of Paragraph (1) of Article VIII, on his
Early Retirement Date) and terminating with the installment payable on the first
day of the month in which such Eligible Management Associate dies or with the
installment payable on the first day of the month prior to the month in which
the Eligible Management Associate first becomes eligible for the primary old age
benefit payable under the United States Social Security laws by reason of
disability or attainment of age 62, whichever comes first.

         An Eligible Management Associate, who, on his Separation from Service,
is entitled to disability benefits under the United States Social Security laws,
shall not be eligible for any Social Security make-up benefits provided for in
this paragraph.

         (4) DEATH BENEFIT: If an Eligible Management Associate has elected a
form of payment with a guaranteed number of payments and the Eligible Management
Associate dies before receiving all benefits payable under that option,
remaining payments will be made to the person designated by the Eligible
Management Associate as his Beneficiary at the time the form of payment was
selected.


                                       16
<PAGE>


         If an Eligible Management Associate is married at the time such
Eligible Management Associate Separates from Service by reason of death after
attaining Early Retirement Age, or if an Eligible Management Associate who has
Separated from Service after attaining Early Retirement Age and who is married
at the time of his death, dies before payment has begun under the Plan, such
Eligible Management Associate's Spouse will receive the benefit that would have
been payable if the Eligible Management Associate had a Separation from Service
immediately prior to such Eligible Management Associate's death (if he was an
active Associate on the date of his death), and had begun to receive benefits
immediately prior to his death in the form of a 100% (75% if death occurs prior
to January 1, 1996) joint and survivor annuity without payment certain with the
Spouse as the beneficiary.

         (5) LIFE INSURANCE COVERAGE: Commencing on an Eligible Management
Associate's Traditional Retirement Date or Delayed Retirement Date, as the case
may be, and ending on such Eligible Management Associate's attainment of age 70,
the Company will continue to provide an Eligible Management Associate who has at
least 10 years of uninterrupted employment with the Company or a Controlled
Group Member with term life insurance coverage at Company expense on a
decreasing coverage basis.

         The amount of coverage to be provided into retirement shall be equal,
at such Eligible Management Associate's Traditional Retirement Date, to 100% of
the amount of coverage being provided to him at Company expense immediately
prior to the attainment of his Traditional Retirement Age reduced to 90%, 80%,
70%, 60%, 50%, 40%, 30%, 20%, and 10% of such amount of coverage on the first
day of the month following his attainment of age 61, 62, 63, 64, 65, 66, 67, 68,
and 69, respectively.

         The amount of coverage to be provided at a Delayed Retirement Date
shall be the applicable percentage based upon the Eligible Management
Associate's age on such Delayed Retirement Date multiplied by the amount of
coverage being provided to him at Company expense immediately prior to his
Delayed Retirement Date and decreasing thereafter as provided in the preceding
sentence.

         If, on the Eligible Management Associate's Traditional Retirement Date
or Delayed Retirement Date, as the case may be, such Eligible Management
Associate is already covered by term life insurance under the Company's term
life insurance plan on account of the Eligible Management Associate's total
disability, such Eligible Management Associate shall not be eligible for any
term life insurance coverage provided for in this paragraph. Benefits payable
under this Plan will be paid to the Beneficiary designated by the Eligible
Management Associate as soon as practicable after receipt of a properly
submitted claim.

         A Participant whose group term life insurance coverage under the Plan
terminates because of his attainment of age 70 will have the right to convert
his group term life insurance coverage to an individual policy to the extent,
and only to the extent,

                                       17
<PAGE>


permitted under the group policy applicable to the Participant. Any election to
convert to individual coverage must be made within 31 days after the
Participant's coverage under the Plan terminates and must be made in accordance
with all requirements specified in such policy. The amount of coverage that may
be converted shall be the amount in effect immediately before the Participant
attained age 70.

         (6) EFFECT OF CERTAIN PAYMENTS MADE IN DECEMBER 1992: In the event
Thrift Drug, Inc., in its discretion, made payments to a current or former
Eligible Management Associate on or before December 31, 1992 under the Thrift
Drug, Inc. profit incentive compensation program and under the Thrift Drug, Inc.
Performance Unit Plan, or J. C. Penney Company, Inc. 1984 Performance Unit Plan
or any successor plans, and such payments were attributable to the fiscal year
ending on January 30, 1993, this Paragraph shall apply. The effect of such
payments on the benefits payable to such individual under the Pension Plan and
under the J. C. Penney Company, Inc. Savings, Profit-Sharing and Stock Ownership
Plan shall be determined with respect to whether an increase or decrease in
benefits resulted. Benefits payable under this Plan to such current or former
Eligible Management Associate shall be adjusted (a) to offset any such increase
in benefits and/or (b) to restore any such decrease in benefits so that no
advantage or detriment, as the case may be, shall be experienced by any such
current or former Eligible Management Associate with respect to total retirement
benefits under the above-referenced plans and this Plan.

         (7) NONDUPLICATION OF BENEFITS: The benefits payable to or on behalf of
an Eligible Management Associate under the Plan shall not duplicate benefits
payable from the Pension Plan, the Benefit Restoration Plan, the Mirror Savings
Plans, or any separation pay program of the Company or a Controlled Group
Member. To the extent that any benefits otherwise payable under the Plan are
paid from one or more of the plans or programs described in the prior sentence,
such benefits under the Plan shall be cancelled.



                                       18
<PAGE>


ARTICLE V.  FORM AND COMMENCEMENT OF BENEFIT PAYMENTS

         (1) DELAYED COMMENCEMENT OF BENEFITS: An Eligible Management Associate
may elect that the commencement of his annual benefit payable under Paragraph
(1) or (2) of Article IV be delayed to the first day of any month following his
Early Retirement Date, Traditional Retirement Date, or Delayed Retirement Date,
as the case may be (but not beyond the first day of the month in which he
attains age 70). In such a case, the amount of annual benefit payable under
Paragraph (1) or (2) of Article IV shall be increased by 1/2 of 1% for each
month that the commencement of such benefits is delayed.

         (2) OPTIONAL FORMS OF BENEFIT PAYMENT: Except as otherwise provided in
this Plan and subject to such rules and regulations as the Benefits
Administration Committee may establish from time to time with respect to time
and manner of election, an Eligible Management Associate may elect, prior to the
commencement of his annual benefit payable under Paragraph (1) or (2) of Article
IV, to receive a benefit of equivalent actuarial value (applying factors
utilized in the Pension Plan) to such benefit, which may be one of the forms of
benefit options described in the Pension Plan. The Benefits Administration
Committee has full authority to revise the forms of benefit options available
under this Plan.

         (3) SMALL ANNUITIES: If the total benefit payable to an Eligible
Management Associate under Paragraph (1) or (2) of Article IV would not provide
monthly payments exceeding $100, the benefit shall be converted into an
actuarially equivalent lump sum payment (applying the actuarial factors utilized
in the Pension Plan). If an Eligible Management Associate who has begun to
receive payments under the Plan and who has elected a form of payment with a
guaranteed number of payments dies, and if the monthly benefit that becomes
payable to the beneficiaries of the Eligible Management Associate does not
exceed $100 per beneficiary, the monthly benefit shall be converted into an
actuarially equivalent lump sum payment (applying the actuarial factors utilized
in the Pension Plan).


                                       19
<PAGE>


ARTICLE VI.  ADMINISTRATION

         Except as otherwise provided, the Plan shall be administered by the
Benefits Administration Committee which shall have all rights and powers
necessary to carry out its functions under the Plan. The Benefits Administration
Committee shall have the discretionary authority under the Plan to determine
eligibility for benefits and to construe the terms of the Plan. Such authority
shall include, but not be limited to, the right to:

         (a)      correct any defect, supply any omission or reconcile any
                  inconsistency or ambiguity in the Plan in the manner and to
                  the extent that the Benefits Administration Committee deems
                  desirable to carry on the purpose of the Plan;

         (b)      resolve all questions relating to the eligibility of
                  Associates to become Eligible Management Associates and the
                  eligibility of Eligible Management Associates to participate
                  in the Plan;

         (c)      determine the amount of benefits payable to Eligible
                  Management Associates and authorize and direct the Company
                  with respect to the payment of benefits under the Plan;

         (d)      make all other determinations and resolve all questions of
                  fact necessary or advisable for the administration of the
                  Plan; and

         (e)      make, amend, and rescind such rules as it deems necessary for
                  the proper administration of the Plan.

         The Benefits Administration Committee will keep a written record of its
action and proceedings regarding the Plan and all dates, records, and documents
relating to its administration of the Plan.


                                       20
<PAGE>


ARTICLE VII.  TYPE OF PLAN

         The Plan is an unfunded plan maintained by the Company primarily for
the purpose of providing deferred compensation for a select group of management
or highly compensated employees. The Plan shall be construed according to the
provisions of ERISA applicable to such plans. As such, the Plan is intended to
be construed so as not to provide income to any Eligible Management Associate or
Beneficiary for purposes of the Code prior to actual receipt of benefit payments
from the Plan. Benefits under the Plan (other than the life insurance benefits
referred to in Paragraph (5) of Article IV which may be insured) are paid from
the general assets of the Company and are not guaranteed.

         In the event that it should subsequently be determined by statute or by
regulation or ruling that the Plan is not "a plan which is unfunded and is
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees" within the meaning
of sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of ERISA and section
2520.104-24 of Chapter 29 of the Code of Federal Regulations, participation in
the Plan shall be restricted by the Benefits Administration Committee to the
extent necessary to assure that it will be such a plan within the meaning of
such sections.

         Notwithstanding any other provision of the Plan, if the benefits of an
Eligible Management Associate become taxable prior to distribution from the
Plan, such amounts shall be distributed as soon as practicable to the affected
Eligible Management Associate.



                                       21
<PAGE>


ARTICLE VIII.  MISCELLANEOUS


         (1) ADDITIONAL CREDITED SERVICE AND OTHER ADJUSTMENTS: For all purposes
of the Plan, the Credited Service of an Eligible Management Associate may be
increased, and with respect to an Eligible Management Associate whose Early
Retirement Date is within one year prior to his Traditional Retirement Date, (i)
the percentage reduction on account of early retirement referred to in clause
(iv) of Subparagraph (a) of Paragraph (1) of Article IV may be decreased or
waived, and (ii) the entitlement to and the amount of benefits or coverage
referred to in Paragraphs (2), (3), and (5) of Article IV may be accelerated or
increased, as the case may be, in the discretion of the Human Resources and
Investment Committee.

         For all purposes of the Plan, the Human Resources and Investment
Committee in its discretion, may make adjustments in Compensation and Credited
Service with respect to payments of severance pay, including, but not limited
to, outplacement pay and critical pay.

         (2) AMENDMENT AND TERMINATION: The Board of Directors may amend or
modify the Plan at any time, without prior notice or approval. The Board of
Directors may suspend, discontinue, or terminate the Plan at any time without
prior notice or approval. In no event will any amendment, modification,
suspension, discontinuance, or termination adversely affect existing life
insurance coverage for retirees or the Plan benefit for any Eligible Management
Associate for whom benefit payments have already begun in accordance with the
Plan as in effect prior to the effective date of the amendment, modification,
suspension, discontinuance, or termination unless otherwise required to comply
with applicable law.

         If the Plan is terminated, any Eligible Management Associate who, as of
the effective date of Plan termination, has reached Traditional Retirement Age
but who has not reached age 65 shall be entitled to receive, at his actual
Separation from Service, the benefits, if any, to which he would have been
entitled under Paragraph (1) or (2) of Article IV had he Separated from Service
on the day before the effective date of Plan termination, reduced by the
percentage derived by dividing the number of months of Credited Service, if any,
from the Plan termination effective date to the date of actual Separation from
Service by the number of months of Credited Service from the Plan termination
effective date to the date the Eligible Management Associate will have reached
age 65. Any such Eligible Management Associate shall also be entitled to receive
at his actual Separation from Service (other than by reason of death) a benefit,
if any, to which he would have been entitled under Paragraph (3) of Article IV
had the Plan not been terminated. If, after Plan termination, such Eligible
Management Associate Separates from Service by reason of death, Paragraph (4) of
Article IV shall apply, if appropriate.





                                       22
<PAGE>

         If the Plan is terminated, any Eligible Management Associate who, as of
the effective date of Plan termination, has reached his Early Retirement Date
(assuming a Separation from Service on such date) shall be entitled to receive,
at his actual Separation from Service, the benefits, if any, to which he would
have been entitled under Paragraph (1) or (2) of Article IV calculated as if he
had reached his Traditional Retirement Age and Separated from Service on the day
before the effective date of Plan termination and disregarding the percentage
reduction on account of early retirement referred to in clause (iv) of
Subparagraph (a) of Paragraph (1) of Article IV, reduced by the percentage
derived by dividing the number of months of Credited Service, if any, after his
Traditional Retirement Date by 60. Any such Eligible Management Associate shall
also be entitled to receive at his actual Separation from Service (other than by
reason of death) a benefit, if any, to which he would have been entitled under
Paragraph (3) of Article IV had the Plan not been terminated. If after Plan
termination, such Eligible Management Associate Separates from Service by reason
of death, Paragraph (4) of Article IV shall apply, if appropriate.

         If the Plan is terminated, any Eligible Management Associate who, as of
the effective date of Plan termination (a) has reached age 50, (b) has 10 or
more years of credited service, as defined by the Pension Plan, as an Eligible
Management Associate, and (c) is not otherwise eligible for benefits under this
Paragraph (2) of this Article VIII, shall be entitled to receive, at his actual
Separation from Service but no earlier than his Traditional Retirement Date, a
benefit equal to the difference between the amount of pension which would be
payable pursuant to the early retirement pension benefit provision of the
Pension Plan that would be applicable if the Eligible Management Associate
elected to receive benefits pursuant to that provision prior to his normal
retirement date, as defined in the Pension Plan (disregarding Disability
Service, if any) and the amount of pension payable pursuant to the early
retirement pension benefit provision of the Pension Plan that would be
applicable if the Eligible Management Associate did not elect to receive
benefits pursuant to that provision prior to his normal retirement date, as
defined in the Pension Plan (disregarding Disability Service, if any) reduced by
the percentage derived by dividing the number of months of Credited Service, if
any, after Traditional Retirement Date (assuming a separation from Service) by
60.

         In no event will any future amendment or modification of the Plan
adversely affect the right to Plan benefits which vest on Plan termination as
set forth in this Paragraph (2) without the consent of at least 75 percent of
the affected Eligible Management Associates unless such amendment or
modification is specifically required to comply with applicable law.

         Each amendment to the Plan by the Board of Directors will be made only
pursuant to unanimous written consent or by majority vote at a meeting. Upon
such action by the Board of Directors, the Plan will be deemed amended as of the
date specified as the effective date by such action or in the instrument of
amendment. The


                                       23
<PAGE>


effective date of any amendment may be before, on, or after the date of such
action of the Board of Directors.

         (3) RIGHTS OF ASSOCIATES: Except for the Associate's non-forfeitable
interest as set forth in Paragraph (2) of this Article VIII, neither the
establishment of the Plan nor any action thereafter taken by the Company or any
Controlled Group Member or by the Benefits Administration Committee shall be
construed as giving to any Associate any vested right to a benefit from the Plan
or a right to be retained in employment or any specific position or level of
employment with the Company, or any Controlled Group Member. Moreover, no
Associate shall have any right or claim to any benefits under this Plan if the
Associate is summarily discharged (including resignation in lieu thereof) unless
the Benefits Administration Committee, in its discretion, determines that such
Associate shall be eligible for such benefits notwithstanding such summary
discharge.

         (4) MISTAKEN INFORMATION: If any information upon which an Eligible
Management Associate's benefit under the Plan is calculated has been misstated
by the Eligible Management Associate or is otherwise mistaken, such benefit
shall not be invalidated (unless upon the basis of the correct information the
Eligible Management Associate would not have been entitled to a benefit), but
the amount of the benefit shall be adjusted to the proper amount determined on
the basis of the correct information and any overpayments shall be charged
against future payments to the Eligible Management Associate or his Beneficiary.

         (5) LIABILITY: Neither the Board of Directors (including any committees
thereof) nor any member of the Benefits Administration Committee or the Human
Resources and Investment Committee nor any person to whom any of them may
delegate any duty or power in connection with administering the Plan shall be
personally liable for any action or failure to act with respect to the Plan.

         (6) BENEFITS FOR REEMPLOYED ELIGIBLE MANAGEMENT ASSOCIATES: If a
retired Eligible Management Associate subsequently is reemployed by the Company
or a Controlled Group Member, the payment of benefits hereunder shall continue.
Any life insurance coverage in effect pursuant to Paragraph (5) of Article IV
shall cease effective on the date a rehired Associate becomes eligible for
coverage under the Company's term life insurance plan. Upon such Associate's
Separation from Service he shall be entitled to receive applicable benefits, if
any, under Article IV pursuant to uniform rules approved by the Benefits
Administration Committee.

         (7) CONSTRUCTION: In determining the meaning of any provision of the
Plan, words imparting the masculine gender shall include the feminine and the
singular shall include the plural, unless the context requires otherwise.
Headings of paragraphs and Articles in the Plan are for convenience only and are
not intended to modify or affect the meaning of the substantive provisions of
the Plan.


                                       24
<PAGE>


         (8) NON-ASSIGNABILITY OF BENEFITS: The benefits payable hereunder or
the right to receive future benefits under the Plan may not be anticipated,
alienated, pledged, encumbered, or subjected to any charge or legal process, and
if any attempt is made to do so, or a person eligible for any benefits becomes
bankrupt, the interest under the Plan of the person affected may be terminated
by the Benefits Administration Committee which, in its sole discretion, may
cause the same to be held or applied for the benefit of one or more of the
dependents of such person or make any other disposition of such benefits that it
deems appropriate.

         (9) GOVERNING LAW: Except to the extent that the Plan may be subject to
the provisions of ERISA, the Plan will be construed and enforced according to
the laws of the State of Florida, without giving effect to the conflict of laws
principles thereof. Except as otherwise required by ERISA, every right of action
by an Associate, former Associate, or beneficiary with respect to the Plan shall
be barred after the expiration of three years from the date of Separation of
Service of the Eligible Management Associate or the date of receipt of the
notice of denial of a claim for benefits, if earlier. In the event ERISA's
limitations on legal actions do not apply, the laws of the State of Florida with
respect to limitations of legal actions shall apply.

         (10) TRANSFERRED ELIGIBLE MANAGEMENT ASSOCIATES: In the event of the
transfer of an Eligible Management Associate to a "non-participating employer"
as defined below, said Eligible Management Associate shall continue to be
eligible to participate in this Plan in accordance with Article III. The Service
and Compensation of the Eligible Management Associate with the non-participating
employer shall be recognized as attributable to the Company to the extent
permitted by the Plan in determining benefits under the Plan. A
non-participating employer shall mean a participating employer in the
Supplemental Retirement Program for Management Profit-Sharing Associates of J.
C. Penney Corporation, Inc.





                                       25
<PAGE>


ARTICLE IX.  CLAIMS PROCEDURES

         The Benefits Administration Committee shall be the named fiduciary of
the Plan for the review of denied claims and in reviewing claims it shall act in
accordance with Section 5.03 of ERISA and federal regulations thereunder. The
Company shall establish a reasonable claims procedure which shall be
communicated to Participants.

         Any action taken or determination made by the Benefits Administration
Committee will be conclusive on all parties.




                                       26
<PAGE>


                                   APPENDIX I


                               ECKERD CORPORATION
                         SUPPLEMENTAL RETIREMENT PROGRAM


          Potential Eligible Management Associates as of March 21, 2002




<Table>
<Caption>


                            NAME                                      OFFICER
<S>                                                                   <C>
                      BONSTROM, ROBERT

                      CAREY, JOHN                                       YES

                      CERRA, ENZO                                       YES

                      CLARK, PAUL

                      CORO, RICARDO                                     YES

                      EDMONSTON, RONALD

                      FISHER, KEN

                      GARRISON, GARRY

                      GENESIO, ROBERT

                      GONDI, MAURICIO

                      HALPERN, DAVID

                      JUSTISS, DONNA                                    YES

                      MARASCO, FRANCIS                                  YES

                      MARIANI, ANTHONY

                      MCDONALD, LLOYD                                   YES

                      MCGEOWN, RICHARD

                      MCLEMORE, RON

                      MILLER, DENNIS                                    YES

                      PESOTSKI, STANLEY

                      PETERSEN, KENNETH                                 YES

                      PROGAR, RALPH

                      SAUNDERS, DAVID

                      STIPANOVICH, CHARLES

                      THOMPSON, GERALD                                  YES

                      VELTRI, GEORGE

                      VERSCHAREN, ROBERT                                YES
</Table>



                                       27