Exhibit 10.3 Amended and Restated Change in Control Plan


    


    Exhibit
      10.3

    


    


    


    
 

    
 

    
 

    
 

    


    J.
      C. PENNEY CORPORATION, INC.

    


    CHANGE
      IN CONTROL PLAN

    


     

    
 

    Effective
      February 28, 2007

    


    


    


    


    
       

      
        
        

        
        

      

      
        
        

      

    

    


    



    


    J.
      C. PENNEY CORPORATION, INC.

    CHANGE
      IN CONTROL PLAN

    


    


    


    TABLE
      OF CONTENTS

     

     

    


    Article                                    Page

    


    ARTICLE
      ONE    
INTRODUCTION....................................................................................1


     

    ARTICLE
      TWO      
DEFINITIONS.........................................................................................2

    


    ARTICLE
      THREE    ELIGIBILITY AND
      PARTICIPATION..................................................8

    


    ARTICLE
      FOUR     BENEFITS.................................................................................................9

    


    ARTICLE
      FIVE       AMENDMENT AND
      TERMINATION..................................................18

    


    ARTICLE
      SIX        
MISCELLANEOUS.................................................................................19

    


    APPENDIX
      I        
  PARTICIPATING
      EMPLOYERS............................................................25

    


    


    



    
      
        
          -i-

          


        

      

       

       

    



    


    


    


    


    J.
      C. PENNEY CORPORATION, INC.

    CHANGE
      IN CONTROL PLAN

    


    ARTICLE
      ONE

    


    INTRODUCTION

    


    
      	
              1.01

            	
              Purpose
                Of Plan

            


    

    


     The
      J.C. Penney Corporation, Inc. Change in Control Plan (the "Plan") consists
      primarily of (i) severance benefits, (ii) other benefits after termination
      of
      employment under or outside of the non-qualified retirement plans maintained
      by
      the Corporation and (iii) a cash amount payable at termination of employment
      equal to the Corporation’s cost of health and welfare benefits the associate
      participated in immediately prior to the Change in Control. The purpose and
      intent of the Plan is to attract and retain key associates and to improve
      associate productivity by reducing distractions resulting from a potential
      Change in Control situation, all of which are in the best interest of the
      Corporation, and J.C. Penney Company, Inc. and its stockholders.

    


    Capitalized
      terms used throughout the Plan have the meanings set forth in Article Two
      except as otherwise defined in the Plan, or the context clearly requires
      otherwise.

     

    
      	
              1.02

            	
              Plan
                Status

            


    

    


    The
      Plan
      is intended to be a plan providing Severance Pay and certain retirement and
      other benefits following a Change in Control. The Plan is intended to be a
      top
      hat plan for a select group of management or highly compensated executives,
      subject only to the administration and enforcement provisions of
      ERISA.

    


    
      	
              1.03

            	
              Entire
                Plan

            


    

    


    This
      document, including any Appendix hereto, and any documents incorporated by
      reference set forth the provisions of the Plan effective as of the Effective
      Date, except as otherwise provided herein. 

     

    
      	
              1.04 

            	
              Administration 

            


    

    


    The
      Human
      Resources and Compensation Committee of the Board (“Committee”) shall administer
      the Plan, provided, however, that none of the members of the Committee will
      be a
      Participant. The powers and duties of the Committee in administering the Plan
      are set forth in Article Six.

     

    
      
        1

      

      
        
        

        
        

      

       

    


    ARTICLE
      TWO

    


    DEFINITIONS

    


    
      	2.01  	
              For
                purposes of this Plan the following terms shall have the following
                meanings:

            


    

    


    Accounting
      Firm means a nationally recognized accounting firm, or actuarial, benefits
      or compensation consulting firm, (with experience in performing the calculations
      regarding the applicability Section 280G of the Code and of the tax imposed
      by
      Section 4999 of the Code) selected by a Participant in his/her sole
      discretion.

    


    Board
      means the Board of Directors of J.C. Penney Company, Inc.

     

    Change
      in Control means the occurrence of any of the following events:

     

    
      	(i)  	
              any
                individual, entity or group (within the meaning of Section 13(d)(3)
                or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner
                (within the meaning of Rule 13d-3 promulgated under the Exchange
                Act) of
                20% or more of the combined voting power of the then-outstanding
                Voting
                Stock of the Company or Corporation; provided, however,
                that:

            


    

     

    
      	(1)  	
              for
                purposes of this Section (i)(1), the following acquisitions shall not
                constitute a Change in Control: (A) any acquisition of Voting Stock
                of the Company or Corporation directly from the Company or Corporation
                that is approved by a majority of the Incumbent Directors, (B) any
                acquisition of Voting Stock of the Company or Corporation by the
                Company
                or any Subsidiary, (C) any acquisition of Voting Stock of the Company
                or Corporation by the trustee or other fiduciary holding securities
                under
                any employee benefit plan (or related trust) sponsored or maintained
                by
                the Company or any Subsidiary, and (D) any acquisition of Voting
                Stock of
                the Company or Corporation by any Person pursuant to a Business
                Transaction that complies with clauses (A), (B) and (C) of
                Section (iii) below;

            


    

     

    
      	(2)  	
              if
                any Person becomes the beneficial owner of 20% or more of combined
                voting
                power of the then-outstanding Voting Stock of the Company or Corporation
                as a result of a transaction described in clause (A) of
                Section (i)(1) above and such Person thereafter becomes the
                beneficial owner of any additional shares of Voting Stock of the
                Company
                or Corporation representing 1% or more of the then-outstanding Voting
                Stock of the Company or
                Corporation,

            


    

     

    
      
        -2-

      

      
        
        

        
        

      

       

    

    
      	  	
              other
                than in an acquisition directly from the Company or Corporation that
                is
                approved by a majority of the Incumbent Directors or other than as
                a
                result of a stock dividend, stock split or similar transaction effected
                by
                the Company or Corporation in which all holders of Voting Stock are
                treated equally, such subsequent acquisition shall be treated as
                a Change
                in Control;

            


    

     

    
      	(3)  	
              a
                Change in Control will not be deemed to have occurred if a Person
                becomes
                the beneficial owner of 20% or more of the Voting Stock of the Company
                or
                Corporation as a result of a reduction in the number of shares of
                Voting
                Stock of the Company or Corporation outstanding pursuant to a transaction
                or series of transactions that is approved by a majority of the Incumbent
                Directors unless and until such Person thereafter becomes the beneficial
                owner of any additional shares of Voting Stock of the Company or
                Corporation representing 1% or more of the then-outstanding Voting
                Stock
                of the Company or Corporation, other than as a result of a stock
                dividend,
                stock split or similar transaction effected by the Company or Corporation
                in which all holders of Voting Stock are treated equally; and
                

            


    

     

    
      	(4)  	
              if
                at least a majority of the Incumbent Directors determine in good
                faith
                that a Person has acquired beneficial ownership of 20% or more of
                the
                Voting Stock of the Company or Corporation inadvertently, and such
                Person
                divests as promptly as practicable but no later than the date, if
                any, set
                by the Incumbent Directors a sufficient number of shares so that
                such
                Person beneficially owns less than 20% of the Voting Stock of the
                Company
                or Corporation, then no Change in Control shall have occurred as
                a result
                of such Person’s acquisition; or

            


    

     

    
      	(ii)  	
              a
                majority of the board of the Company or of the Corporation ceases
                to be
                comprised of Incumbent Directors;
                or

            


    

     

    
      	(iii)  	
              the
                consummation of a reorganization, merger or consolidation, or sale
                or
                other disposition of all or substantially all of the assets of the
                Company
                or the Corporation, or the acquisition of the stock or assets of
                another
                corporation, or other transaction (each, a “Business Transaction”),
                unless, in each case, immediately following such Business Transaction
                (A) the Voting Stock of the Company outstanding immediately prior to
                such Business Transaction continues to represent (either by remaining
                outstanding or by being converted into Voting Stock of
                the

            


    

     

    
      
        -3-

      

      
        
        

        
        

      

       

    

     

    
      	  	
              surviving
                entity or any parent thereof), more than 50% of the combined voting
                power
                of the then outstanding shares of Voting Stock of the entity resulting
                from such Business Transaction (including, without limitation, an
                entity
                which as a result of such transaction owns the Company, Corporation
                or all
                or substantially all of the Company’s or Corporation’s assets either
                directly or through one or more subsidiaries), (B) no Person (other
                than the Company, such entity resulting from such Business Transaction,
                or
                any employee benefit plan (or related trust) sponsored or maintained
                by
                the Company or any Subsidiary or such entity resulting from such
                Business
                Transaction) beneficially owns, directly or indirectly, 20% or more
                of the
                combined voting power of the then outstanding shares of Voting Stock
                of
                the entity resulting from such Business Transaction, and (C) at least
                a majority of the members of the Board of Directors of the entity
                resulting from such Business Transaction were Incumbent Directors
                at the
                time of the execution of the initial agreement or of the action of
                the
                Board providing for such Business Transaction;
                or

            


    

     

    
      	(iv)  	
              approval
                by the stockholders of the Company of a complete liquidation or
                dissolution of the Company, except pursuant to a Business Transaction
                that
                complies with clauses (A), (B) and (C) of
                Section (iii).

            


    

     

    Code
      shall mean the Internal Revenue Code of 1986, as amended and the proposed,
      temporary and final regulations promulgated thereunder. Reference to any section
      or subsection of the Code includes reference to any comparable or succeeding
      provisions of any legislation that amends, supplements or replaces such section
      or subsection.

    


    Company
      shall mean J. C. Penney Company, Inc., a Delaware corporation, or any successor
      company.

    


    Compensation
      shall mean the annual base salary rate of a Participant, plus the Participant’s
      target annual incentive compensation (at $1.00 per unit), under the
      Corporation's Management Incentive Compensation Plan (or any successor plans
      thereto) for the fiscal year, all at the greater of the amount in effect on
      the
      date of the Change in Control or as of his/her Employment Termination date,
      or
      immediately prior to the event that constitutes grounds for a Constructive
      Termination. As applied to a Participant employed by an affiliate or Subsidiary
      of the Corporation, Compensation shall include the same elements of pay to
      the
      extent the affiliate or Subsidiary maintains similar or comparable pay
      arrangements.


    
      
        -4-

        
        

      

      
        
        

      

       

    


    Constructive
      Termination shall mean a resignation from employment with the Corporation or
      an affiliate or Subsidiary (as appropriate) after any of the actions listed
      below directed at a Participant: 

    


    (a)  decrease
      in salary or incentive compensation opportunity (as compared with the incentive
      compensation opportunity in effect immediately prior to the Change in Control),
      or

    


    (b)  failure
      by the Corporation to pay the Participant any portion of his/her current base
      salary, or incentive compensation within seven days of its due date,
      or

    


    (c)  adverse
      change in reporting responsibilities, duties, or status as compared with
      pre-Change in Control responsibilities, duties, or status, or

    


    (d)  the
      Corporation requires the Participant to have the Participant’s principal
      location of work changed to a location more than 50 miles from the location
      thereof immediately prior to the Change in Control, or

    


    (e)  discontinuance
      of the Participant’s participation in, or discontinuance of any material
      employee paid time off policy, fringe benefit, welfare benefit, incentive
      compensation, equity compensation, or retirement plan (without equivalent
      compensating remuneration or replacement by a plan providing substantially
      similar benefits) or any action that materially reduces such Participant’s
      benefits or payments under such plans, as in effect immediately before the
      Change in Control. 

    


    Corporation
      shall mean J. C. Penney Corporation, Inc., a Delaware corporation, or any
      successor company.

    


    Effective
      Date shall mean February 28, 2007.

    


    Employment
      Termination shall be deemed to have occurred for a Participant when he/she
      ceases to be an employee of the Corporation or an affiliate or Subsidiary within
      two years after a Change in Control (or prior to a Change in Control if the
      Participant has reasonably demonstrated that such termination of employment
      (i) was at the request of a third party who has taken steps reasonably
      calculated to effect a Change in Control, or (ii) otherwise arose in
      connection with or in anticipation of a Change in Control) because of either
      a
      Constructive Termination or a termination by the Corporation other than as
      a
      result of a Summary Dismissal. An Employment Termination shall not include
      a
      termination by reason of the Participant’s death, disability, voluntary quit
      other than a Constructive Termination, or Normal Retirement.

     

    
      
        -5-

      

      
        
        

      

       

    


    ERISA
      shall mean the Employee Retirement Income Security Act of 1974, as amended,
      and
      the regulations promulgated thereunder. Reference to any section or subsection
      of ERISA includes reference to any comparable or succeeding provisions of any
      legislation that amends, supplements or replaces such section or
      subsection.

     

    Exchange
      Act means the Securities Exchange Act of 1934, as amended, and the
      regulations promulgated thereunder. Reference to any section or subsection
      of
      the Exchange Act includes reference to any comparable or succeeding provisions
      of any legislation that amends, supplements or replaces such section or
      subsection.

    


    Excise
      Tax shall mean, collectively, (i) the tax imposed by Section 4999 of the
      Code by reason of being “contingent on a change in ownership or control” of the
      Company, within the meaning of Section 280G of the Code, or (ii) any similar
      tax
      imposed by state or local law, or (iii) any interest or penalties with respect
      to any excise tax described in clause (i) or (ii).

     

    Incumbent
      Directors means the individuals who, as of the Effective Date hereof, are
      Directors of the Company or the Corporation, as the context requires, and any
      individual becoming a Director subsequent to the date hereof whose election,
      nomination for election by the Company’s or Corporation’s stockholders, or
      appointment, was approved by a vote of at least two-thirds of the then Incumbent
      Directors (either by a specific vote or by approval of the proxy statement
      of
      the Company in which such person is named as a nominee for director, without
      objection to such nomination); provided, however, that an
      individual shall not be an Incumbent Director if such individual’s election or
      appointment to the Board occurs as a result of an actual or threatened election
      contest (as described in Rule 14a-12(c) of the Exchange Act) with respect
      to the election or removal of Directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the
      Board.

     

    Normal
      Retirement shall mean retirement at or after a Participant’s normal
      retirement date as determined in accordance with the J. C. Penney Corporation,
      Inc. Pension Plan as in effect immediately prior to a Change in
      Control.

    


    Participant
      shall mean each person appointed by the Board to the Executive Board allowing
      them to participate in the Plan as provided in Article Three and who continues
      to be an Executive Board member immediately prior to a Change in Control.



    
      
        -6-

      

      
        
        

      

       

    


    Participating
      Employer shall mean the Corporation and any Subsidiary
      or affiliate of the Corporation which is designated as a Participating Employer
      under the Plan by the Board, excluding, however, any division of the Corporation
      or of a Subsidiary or affiliate that is designated by the Board as ineligible
      to
      participate in the Plan. Appendix I contains a list of the Participating
      Employers currently participating in the Plan that have adopted the Plan
      pursuant to Article Six.

    


    Severance
      Pay shall mean the cash severance payments payable to a Participant pursuant
      to Section 4.01 of the Plan. 

    


    Severance
      Benefits shall mean Severance Pay and the other benefits described in
      Article Four of the Plan payable to a Participant.

    


    Subsidiary
      shall mean any entity in which the Company, directly or indirectly, beneficially
      owns 50% or more of the Voting Stock.

    


    Summary
      Dismissal shall mean a termination due to:

    


    (a) any
      willful or negligent
      material violation of any applicable securities laws (including the
      Sarbanes-Oxley Act of 2002);

    


    (b) any
      intentional act of fraud
      or embezzlement from the Corporation or Company; 

    


    (c) a
      conviction of or entering
      into a plea of nolo contendere to a felony that occurs during or in the course
      of the Participant’s employment with the Corporation; 

    


    (d) any
      breach of a written
      covenant or agreement with the Corporation, which is material and which is
      not
      cured within 30 days after written notice thereof from the Corporation; and
      

    


    (e) willful
      and continued failure
      of the Participant to substantially perform his/her duties for the Corporation
      (other than as a result of incapacity due to physical or mental illness) or
      to
      materially comply with Corporation or Company policy after written notice,
      in
      either case, from the Corporation and a 30-day opportunity to cure.


    


    For
      purposes hereof, an act, or failure to act, shall not be deemed to be “willful”
or “intentional” unless it is done, or omitted to be done, by the Participant in
      bad faith or without a reasonable belief that the action or omission was in
      the
      best interests of the Corporation.

    


    Voting
      Stock means securities entitled to vote generally in the election of
      directors.

     

    
      
        -7-

      

      
        
        

        
        

      

       

    

    ARTICLE
      THREE

    


    ELIGIBILITY
      AND PARTICIPATION

    


    3.01    Eligibility
      on the Effective
      Date 

    


    Each
      person who has been appointed to the Executive Board of the Corporation
      (“Executive Board”) by the Board as of the Effective Date will be a Participant
      in the Plan. 

    


    3.02    Future
      Eligibility

    


    Each
      person who is appointed to the Executive Board by the Board after the Effective
      Date and prior to the occurrence of a Change in Control will be a Participant
      in
      the Plan. 

    



    
      
        -8-

      

      
        
        

      

       

    

    ARTICLE
      FOUR

    


    BENEFITS

    


    4.01     Severance
      Pay

    


    Upon
      an
      Employment Termination, a Participant shall become entitled to Severance Pay
      in
      accordance with the following schedule.

    


    Title                                                 Severance
      Pay
      Period

    


    Chief
      Executive Officer and direct
      reports                                3
      years

    Other
      Executive Vice Presidents              2.5
      years

    Senior
      Vice Presidents                           2
      years

     

    Severance
      Pay will be computed by multiplying the Participant’s Compensation times the
      number of years (including any fraction of a year) in the Participant’s
      Severance Pay Period, plus a cash amount equal to the aggregate Corporation’s
      premium cost for active associate Medical, Dental and Life Insurance Plans
      coverage, if any, provided to the Participant on the date of the Change in
      Control, or if higher, the amount in effect at Employment Termination, times
      the
      number of years (including any fraction of a year) in the Severance Pay Period.
      Such lump sum Corporation contribution toward Medical, Dental and Life Insurance
      Plans coverage for the Severance Pay Period will be grossed-up for federal
      income taxes using the applicable federal income tax rate that applied to the
      Participant for his/her prior year’s Compensation.

    


    Except
      as
      provided in subpart 4.01A, Severance Pay shall be paid in a lump sum within
      30
      days after Employment Termination.

    


    In
      the
      event a Participant is entitled to any cash severance payments that are payable
      in the event of termination of employment pursuant to a written contract
      ("contract payments") between the Participant and the Corporation or an
      affiliate or Subsidiary, Severance Pay otherwise payable to the Participant
      under this Section 4.01 shall be reduced by the amount of such contract
      payments. Notwithstanding the foregoing, if the Participant receives payments
      and benefits pursuant to this Section 4.01, the Participant shall not be
      entitled to any severance pay or benefits under any severance plan, program
      or
      policy of the Company or an affiliate or Subsidiary, unless otherwise
      specifically provided therein in a specific reference to this Plan.

    


    A. Section
      409A

     

    To
      the
      extent applicable, it is intended that this Plan comply with the provisions
      of
      Code Section 409A. This Plan shall be administered in a manner consistent with
      this intent and any provision that would cause this

     


    
      
        -9-

        
        

      

      
        
        

      

       

    


    Plan
      to
      fail to satisfy Code Section 409A shall have no force and effect until amended
      to comply with Code Section 409A (which amendment may be retroactive to the
      extent permitted by Code Section 409A and may be made by the Corporation without
      the consent of Participants). Notwithstanding anything to the contrary in this
      Section 4.01, if any portion of Severance Pay constitutes a “deferral of
      compensation,” that portion of the Severance Pay will be paid on the latest of
      (i) the date specified in this Plan, (ii) the Participant’s
“separation from service,” or (iii) if the Participant is a “specified
      employee,” six months after the Participant’s separation from service. “Deferral
      of compensation,” “separation from service” and “specified employee” have the
      meanings ascribed to such phrases in Code Section 409A. 

     

    4.02     Prorated
      Incentive Compensation 

    


    A
      Participant who is covered under the Management Incentive Compensation Program
      and who becomes entitled to Severance Pay under this Plan shall be paid a lump
      sum equal to the Participant’s pro-rated target annual incentive compensation
      (at $1.00 per unit), under the Corporation's Management Incentive Compensation
      Program (or any successor plans thereto) for the fiscal year; provided, however,
      if the Employment Termination occurs on the last day of the Corporation’s fiscal
      year the Participant shall be paid the higher of (a) target annual incentive
      compensation (at $1.00 per unit) or (b) the actual annual incentive compensation
      earned under the Corporation’s Management Incentive Compensation Program. Such
      lump sum to be paid with the Severance Pay payable under
      Section 4.01.

    


    4.03     Retiree
      Medical and Dental Coverage 

    


    
      	 	
              For
                the purposes of determining eligibility for retiree coverage under
                the J.
                C. Penney Corporation, Inc. Voluntary Employees’ Beneficiary Association
                Medical Benefit Plan and Dental Benefit Plan (collectively “Health Care
                Plans”), a Participant who is covered under the Health Care Plans and who
                becomes entitled to Severance Pay under this Plan shall be provided
                with
                up to 12 months of additional age and service credit under the Health
                Care
                Plans to reach a critical age, date or points for retiree eligibility
                purposes the same as any other involuntary termination resulting
                from a
                reduction in force would receive under the terms of the Health Care
                Plans.

            


    

     

    
      	
              4.04

            	
              Associate-Paid
                Retiree Term Life Insurance
                and Gold Card
                Program

            


    

     

    
      	 	
              Notwithstanding
                any provision of the J. C. Penney Corporation, Inc. Voluntary Employees’
                Beneficiary Association (“VEBA”) Life and Disability Benefit Plan or the
                Gold Card Program to the contrary, if a Participant becomes entitled
                to
                Severance Pay under this Plan, he/she shall be provided with up to
                12
                months of additional age and service credit under the terms of the
                life
                insurance portion of the VEBA Life and Disability Benefit Plan or
                Gold
                Card Program to reach a critical age, date or points for retiree
                eligibility

            


    


    
      
        -10-

        
        

      

      
        
        

      

       

    

        purposes
      the
      same as any other involuntary termination resulting from a reduction in force
      would receive under the terms of such plans. 

        Retiree
      life
      insurance benefits shall be paid solely from the insurance policy or policies
      provided under said plan. 

    


    4.05     Non-Qualified
      Retirement Plans

    


    If
      a
      Participant becomes entitled to Severance Pay under this Plan he/she will
      receive an immediate lump sum payment within 30 days after Employment
      Termination, subject to subpart 4.01A, of any incremental benefit provided
      outside the terms of the applicable retirement plan calculated as follows,
      if
      he/she,

    


    
      	(a)  	
              is
                a participant in the Corporation’s Supplemental Retirement Plan for
                Management Profit-Sharing Associates (“SRP”), he/she will receive a
                benefit equal to the number of years in the Participant’s Severance Pay
                Period as years of additional age and additional service credit, if
                applicable, to make him/her eligible for a benefit, and if eligible, to
                provide him/her with the highest benefit available as though the
                entire
                amount of his/her benefit were provided under such plan (including
                any
                offsets under such plan or offsets calculated under (b) or (c) of
                this
                Section 4.05) and using the higher of his/her Compensation or actual
                Average Final Compensation under the SRP, as his/her Average Final
                Compensation for purposes of such calculation; and/or
                

            


    

    


    
      	(b)  	
              is
                a participant in the Corporation’s Benefit Restoration Plan (“BRP”),
                he/she will receive a benefit equal to the number of years in the
                Participant’s Severance Pay Period as years of additional age and
                additional service credit, if applicable, to make him/her eligible
                for a
                benefit, and if eligible, to provide him/her with the highest benefit
                available as though the entire amount of his/her benefit were provided
                under such plan and using the higher of his/her Compensation or actual
                Average Final Pay under the BRP, as his/her Average Final Pay for
                purposes
                of such calculation; and/or

            


    

    


    
      	(c)  	
              is
                a participant in the Corporation’s Mirror Savings Plan, he/she will
                receive benefit equal to the Corporation’s match under such plan for each
                year in the Participant’s Severance Pay Period, and assuming the same
                Corporation contribution rate as in effect at the time of the Change
                in
                Control to provide him/her with the highest benefit available using
                his
                Compensation for each year of the Severance Pay Period to determine
                his/her contribution and the Corporation’s matching contribution as though
                the entire amount of his/her benefit were provided under such
                plan;

            


    


    
      
        -11-

        
        

      

      
        
        

      

       

    


    provided,
      however, that if and to the extent a Participant is otherwise entitled to
      receive any additional age and/or service credit under any such plan as a result
      of Employment Termination, the additional age and/or service credit otherwise
      provided under this Section 4.05 shall not be counted twice for purposes of
      determining eligibility. 

    


    4.06     Legal
      Fees

    


    All
      expenses of a Participant incurred in enforcing his/her rights and/or to recover
      his/her benefits under this Article Four, including but not limited to,
      attorney's fees, court costs, arbitration costs, and other expenses shall be
      paid by the Corporation. The Corporation shall pay, or reimburse the Participant
      for such fees, costs and expenses, promptly upon presentment of appropriate
      documentation, but only if, to the extent and at the earliest date(s) such
      reimbursements are determined to be permitted without violating Code Section
      409A.

    


    4.07     Outplacement
      Services/Financial Counseling

    


    Following
      an Employment Termination, a Participant will be paid a lump sum payment in
      cash
      of $25,000 to allow the Participant to pay for outplacement and financial
      counseling services. Such lump sum to be paid with the Severance Pay payable
      under Section 4.01.

    


    4.08     Special
      Bonus Hours

    


    In
      the
      event of an Employment Termination, a Participant will be paid for Special
      Bonus
      Hours, if he/she is also a participant in the Paid Time Off Policy (“PTO
      Policy”) the same as any other involuntary termination resulting from a
      reduction in force would receive under the terms of the PTO Policy. Such payment
      will be determined in accordance with the provisions of the PTO Policy and
      paid
      within 30 days after the Participant’s Employment Termination date.

    


    4.09     Gross-Up
      Payments To Make Participants Whole if Excise Tax Applies 

    


    Anything
      in the Plan to the contrary notwithstanding, but subject to paragraph (g) below,
      if it shall be determined (as hereafter provided) that any payment or
      distribution by the Corporation or an affiliate or Subsidiary to or for the
      benefit of the Participant, whether paid or payable or distributed or
      distributable pursuant to the terms of the Plan or otherwise pursuant to or
      by
      reason of any other agreement, policy, plan, program or arrangement, including
      without limitation any stock option, stock appreciation right or similar right,
      or the lapse or termination of any restriction on or the vesting or
      exercisability of any of the foregoing (a “Payment”), would be subject to the
      Excise Tax, then the Participant shall be entitled to receive an
      additional


    
      
        -12-

        
        

      

      
        
        

      

       

    


    payment
      or payments (a “Gross-Up Payment”) in an amount such that, after payment by the
      Participant of all taxes (including any interest or penalties imposed with
      respect to such taxes other than interest and penalties imposed by reason of
      the
      Employee’s failure to timely file a tax return or pay taxes shown due on his/her
      return), including any Excise Tax imposed upon the Gross-Up Payment, the
      Participant retains an amount of the Gross-Up Payment equal to the Excise Tax
      imposed upon the Payments. No Gross-Up Payment will be made with respect to
      the
      Excise Tax, if any, attributable to (a) any incentive stock option, as defined
      by Section 422 of the Code (“ISO”) granted prior to the commencement of a
      Participant’s eligibility under the Plan (unless a comparable Gross-Up Payment
      has theretofore been made available with respect to such option), or (b) any
      stock appreciation or similar right, whether or not limited, granted in tandem
      with any ISO described in clause (a) above. 

    


    (a)
      Subject to the provisions of paragraph (e) hereof, all determinations required
      to be made under Section 4.09 of the Plan, including whether an Excise Tax
      is
      payable by the Participant and the amount of such Excise Tax and whether a
      Gross-Up Payment is required to be paid by the Corporation to the Participant
      and the amount of such Gross-Up Payment, shall be made by the Accounting Firm.
      The Accounting Firm shall make an initial determination at the time of a change
      in control (as defined in Section 409A) of any Gross-Up Payment required to
      be
      paid taking into account current payments and estimated future payments that
      might affect the amount of the Gross-Up Payment. In addition, the Participant
      shall direct the Accounting Firm to submit its determination and detailed
      supporting calculations to both the Corporation and the Participant within
      15 calendar days after the date of the Participant’s Employment
      Termination, if applicable, and any other such time or times as may be requested
      by the Corporation or the Participant; notwithstanding the foregoing, the first
      two Gross-Up Payments, if otherwise required, shall be made at a time that
      would
      satisfy the requirements of Section 409A in relation to a change in control
      (as
      defined in Section 409A) and the Employment Termination of the Participant,
      if
      applicable. If the Accounting Firm determines that any Excise Tax is payable
      by
      the Participant, the Corporation shall pay the required Gross-Up Payment to
      the
      Participant within five business days after the receipt of such determination
      and calculations. If the Accounting Firm determines that no Excise Tax is
      payable by the Participant, it shall, at the same time as it makes such
      determination, furnish the Participant with an opinion that he/she has
      substantial authority not to report any Excise Tax on his/her federal, state,
      local income or other tax return. As a result of the uncertainty in the
      application of Section 4999 and other applicable provisions of the Code (or
      any
      successor provisions thereto) and the possibility of similar uncertainty
      regarding applicable state or local tax law at the time of any determination
      by
      the Accounting Firm hereunder, it is possible that Gross-Up Payments that shall
      not have been made by the Corporation should have been made (an “Underpayment”),
      consistent with the


    
      
        -13-

        
        

      

      
        
        

      

       

    

     

    calculations
      required to be made hereunder. In the event that the Corporation exhausts or
      fails to pursue its remedies pursuant to paragraph (e) hereof and the
      Participant thereafter is required to make a payment of any Excise Tax, the
      Participant shall direct the Accounting Firm to determine the amount of the
      Underpayment that has occurred and to submit its determination and detailed
      supporting calculations to both the Corporation and the Participant as promptly
      as possible. Any such Underpayment shall be promptly paid by the Corporation
      to,
      or for the benefit of, the Participant within five business days after receipt
      of such determination and calculations.

    


    (b)
      The
      Corporation and the Participant shall each provide the Accounting Firm access
      to
      and copies of any books, records and documents in the possession of the
      Corporation or the Participant, as the case may be, reasonably requested by
      the
      Accounting Firm, and otherwise cooperate with the Accounting Firm in connection
      with the preparation and issuance of the determination contemplated by paragraph
      (a) hereof. Any reasonable determination by the Accounting Firm as the amount
      of
      the Gross-Up Payment (and supported by the calculations done by the Accounting
      Firm) shall be binding upon the Corporation and the Participant.

    


    (c)
      The
      federal, state and local income or other tax returns filed by the Participant
      shall be prepared and filed on a consistent basis with the determination of
      the
      Accounting Firm with respect to the Excise Tax, if any, payable by the
      Participant. The Participant shall make proper payment of the amount of any
      Excise Tax, and at the request of the Corporation, provide to the Corporation
      true and correct copies (with any amendments) of his/her federal income tax
      return as filed with the Internal Revenue Service and corresponding state and
      local tax returns, if relevant, as filed with the applicable taxing authority,
      and such other documents reasonably requested by the Corporation, evidencing
      such payment. If prior to the filing of Participant’s federal income tax return,
      or corresponding state or local tax return, if relevant, the Accounting Firm
      determines that the amount of the Gross-Up Payment should be reduced, the
      Participant shall within five business days pay to the Corporation the amount
      of
      such reduction.

    


    (d)
      The fees and expenses of the
      Accounting Firm for its services in connection with the determinations and
      calculations contemplated by paragraphs (a) and (c) hereof shall be borne by
      the
      Corporation. If such fees and expenses are initially paid by the Participant,
      the Corporation shall reimburse the Participant the full amount of such fees
      and
      expenses within five business days after receipt from the Participant of a
      statement therefore and reasonable evidence of this payment
      thereof.

    


    (e)
      The Participant shall notify the
      Corporation in writing of any claim by the Internal Revenue Service that, if
      successful, would require the payment by the Corporation of a Gross-Up Payment.
      Such notification shall be given


    
      
        -14-

        
        

      

      
        
        

      

       

    


    as
      promptly as practicable but no later than 10 business days after the Participant
      actually receives notice of such claim and the Participant shall further apprise
      the Corporation of the nature of such claim and the date on which such claim
      is
      requested to be paid (in each case, to the extent known by the Participant).
      The
      Participant shall not pay such claim prior to the earlier of (i) the expiration
      of the 30-calendar-day period following the date on which he gives such notice
      to the Corporation and (ii) the date that any payment of amount with respect
      to
      such claim is due. If the Corporation notifies the Participant in writing prior
      to the expiration of such period that it desires to contest such claim, the
      Participant shall:

    


    (1)
      provide the Corporation with any written
      records or documents in his/her possession relating to such claim reasonably
      requested by the Corporation;

    


    (2)
      take such action in connection with
      contesting such claim as the Corporation shall reasonably request in writing
      from time to time, including without limitation accepting legal representation
      with respect to such claim by an attorney competent in respect to the subject
      matter and reasonably selected by the Corporation;

    


    (3)
      cooperate with the Corporation in good
      faith in order effectively to contest such claim; and

    


    (4)
      permit the Corporation to participate in
      any proceedings relating to such claim;

    


    provided,
      however, that the Corporation shall bear and pay directly all costs and expenses
      (including interest and penalties) incurred in connection with such contest
      and
      shall indemnify and hold harmless the Participant, on an after-tax basis, for
      and against any Excise Tax or income tax, including interest and penalties
      with
      respect thereto, imposed as a result of such representation and payment of
      costs
      and expenses. Without limiting the foregoing provisions of this paragraph (e),
      the Corporation shall control all proceedings taken in connection with the
      contest of any claim contemplated by this paragraph (e) and, at its sole option,
      may pursue or forego any and all administrative appeals, proceedings, hearings
      and conferences with the taxing authority in respect of such claim (provided,
      however, that the Participant may participate therein at his/her own cost and
      expense) and may, at its option, either direct the Participant to pay the tax
      claimed and sue for a refund or contest the claim in any permissible manner,
      and
      the Participant agrees to prosecute such contest to a determination before
      any
      administrative tribunal, in a court of initial jurisdiction and in one or more
      appellate courts, as the Corporation shall determine; provided, however, that
      if
      the Corporation directs the Participant to pay the tax claimed and sue for
      a
      refund, the Corporation shall pay to the Participant the amount of such tax
      (including


    
      
        -15-

        
        

      

      
        
        

      

       

    


    interest
      and penalties) and shall indemnify and hold the Participant harmless, on an
      after-tax basis, from any Excise Tax or directly related income tax or other
      tax, including interest or penalties imposed with respect to such payment;
      and
      provided further, however, that any extension of the statute of limitations
      relating to payment of taxes for the taxable year of the Participant with
      respect to which the contested amount is claimed to be due is limited solely
      to
      such contested amount. Furthermore, the Corporation’s control of any such
      contested claim shall be limited to issues with respect to which a Gross-Up
      Payment would be payable hereunder and the Participant shall be entitled to
      settle or contest, as the case may be, any other issue raised by the Internal
      Revenue Service or any other taxing authority.

    


    (f)
      If the Participant receives any
      refund with respect to such contested claim filed at the Corporation’s request
      under paragraph (e), the Participant shall (subject to the Corporation’s
      complying with the requirements of paragraph (e) hereof) promptly pay to the
      Corporation the amount of such refund (together with any interest paid or
      credited thereon after any taxes applicable thereto). If a determination is
      made
      that the Participant shall not be entitled to any refund with respect to such
      claim and the Corporation does not notify the Participant in writing of its
      intent to contest such denial prior to the expiration of 30 calendar days after
      such determination, then the amount paid to the Participant by the Corporation
      as provided in paragraph (e) shall not be required to be repaid and, the amount
      of such payment, shall be an offset to the amount of Gross-Up Payment required
      to be paid pursuant to this Section 4.09.

    


    (g) Notwithstanding
      any provision of this Plan to the contrary, but giving effect to any
      redetermination of the amount of Gross-Up Payments otherwise required by this
      Section 4.09, if (1) but for this sentence, the Corporation would be
      obligated to make a Gross-Up Payment to the Participant and (2) the
      aggregate “present value” of the “parachute payments” to be paid or provided to
      the Participant under this Plan or otherwise does not exceed 1.10 multiplied
      by
      2.99 times the Participant’s “base amount,” then the payments and benefits to be
      paid or provided under this Plan will be reduced (or repaid to the Corporation,
      if previously paid or provided) to the minimum extent necessary so that no
      portion of any payment or benefit to the Participant, as so reduced or repaid,
      constitutes an “excess parachute payment.” For purposes of this
      paragraph (g), the terms “excess parachute payment,” “present value,”
“parachute payment,” and “base amount” will have the meanings assigned to them
      by Section 280G of the Code. The determination of whether any reduction in
      or repayment of such payments or benefits to be provided under this Plan is
      required pursuant to this paragraph (g) will be made at the expense of the
      Corporation, if requested by the Participant or the Corporation, by the
      Accounting Firm. Appropriate adjustments will be made to amounts previously
      paid
      to the Participant, or to amounts not paid pursuant to this paragraph (g),
      as the case may be, to reflect

     


    
      
        -16-

        
        

      

      
        
        

      

       

    


    properly
      a subsequent determination that the Participant owes more or less Excise Tax
      than the amount previously determined to be due. In the event that any payment
      or benefit intended to be provided under this Plan or otherwise is required
      to
      be reduced or repaid pursuant to this paragraph (g), the Participant will
      be entitled to designate the payments and/or benefits to be so reduced or repaid
      in order to give effect to this paragraph (g). The Corporation will provide
      the Participant with all information reasonably requested by the Participant
      to
      permit the Participant to make such designation. In the event that the
      Participant fails to make such designation within 10 business days prior to
      the
      Employment Termination date or other due date, the Corporation may effect such
      reduction or repayment in any manner it deems appropriate.

     

    (h)
      Notwithstanding the foregoing
      provisions of this Section 4.09, Gross-Up Payments will be made only in the
      manner and to the extent (and at the earliest date(s) permitted) such that
      Code
      Section 409A will not be violated.


    
      
        -17-

        
        

      

      
        
        

      

       

    


    ARTICLE
      FIVE

    


    AMENDMENT
      AND TERMINATION

    


    5.01     Amendment

    


    The
      Plan
      may be amended by the Board at any time; provided, however, that 

     

    (a)  any
      amendment which would have an adverse effect on any Participant’s Plan benefits
      and/or rights, except as may be otherwise required to comply with changes in
      applicable laws or regulations, including, but not limited to, Code Section
      409A, or 

     

    (b)  any
      amendment within one year before or two years after a Change in
      Control,

    


    cannot
      be
      applied to any Participant who would be adversely affected by such amendment
      without such Participant’s consent. After a Change in Control, any amendment
      shall also require the consent of the Committee.

    


    5.02     Termination
      

    


    The
      Plan
      shall continue indefinitely after the Effective Date, unless the Board shall
      decide to terminate the Plan by duly adopting resolutions terminating the Plan;
      provided, however, following the commencement of any discussion with a third
      party that ultimately results in a Change in Control, the Plan shall continue
      subject to Section 5.01, until such time as the Corporation and each affiliate
      or Subsidiary (as appropriate) shall have fully performed all of their
      obligations under the Plan with respect to all Participants, and shall have
      paid
      all Severance Benefits under the Plan in full to all
      Participants.


    
      
        -18-

        
        

      

      
        
        

      

       

    


    ARTICLE
      SIX

    


    MISCELLANEOUS

    


    6.01     Participant
      Rights

    


    The
      Corporation and each affiliate or Subsidiary intend this Plan to constitute
      a
      legally enforceable obligation between (a) the Corporation or an affiliate
      or
      Subsidiary (as appropriate) and (b) each Participant. 

    


    It
      is
      also intended that the Plan shall confer vested and non-forfeitable rights
      for
      each Participant to receive benefits to which the Participant is entitled under
      the terms of the Plan with Participants being third party
      beneficiaries.

    


    Except
      as
      provided in the definitions of Summary Dismissal or Constructive Termination,
      nothing in this Plan shall be construed to confer on any Participant any right
      to continue in the employ of the Corporation or an affiliate or Subsidiary
      or to
      affect in any way the right of the Corporation or an affiliate or Subsidiary
      to
      terminate a Participant’s employment without prior notice at any time for any
      reason or no reason. 

    


    6.02     Authority
      of Committee 

    


    The
      Committee will administer the Plan and have the full authority and discretion
      necessary to accomplish that purpose, including, without limitation, the
      authority and discretion to: (i) resolve all questions relating to the
      eligibility of Executive Board members to become or continue as Participants,
      (ii) determine the amount of benefits, if any, payable to Participants
      under the Plan and determine the time and manner in which such benefits are
      to
      be paid, (iii) engage any administrative, legal, tax, actuarial,
      accounting, clerical, or other services it deems appropriate in administering
      the Plan, (iv) construe and interpret the Plan, supply omissions from,
      correct deficiencies in and resolve inconsistencies or ambiguities in the
      language of the Plan, resolve inconsistencies or ambiguities between the
      provisions of this document, and adopt rules for the administration of the
      Plan
      which are not inconsistent with the terms of the Plan document, (v) compile
      and maintain all records it determines to be necessary, appropriate or
      convenient in connection with the administration of the Plan, and
      (vi) resolve all questions of fact relating to any matter for which it has
      administrative responsibility. The Committee shall perform all of the duties
      and
      may exercise all of the powers and discretion that the Committee deems necessary
      or appropriate for the proper administration of the Plan, and shall do so in
      a
      uniform, nondiscriminatory manner. Any failure by the Committee to apply any
      provisions of this Plan to any particular situation shall not represent a waiver
      of the Committee’s authority to apply such provisions thereafter. Every
      interpretation, choice, determination or other exercise of any power or
      discretion given either expressly or by implication to


    
      
        -19-

        
        

      

      
        
        

      

       

    


    the
      Committee shall be conclusive and binding upon all parties having or claiming
      to
      have an interest under the Plan or otherwise directly or indirectly affected
      by
      such action, without restriction, however, on the right of the Committee to
      reconsider and redetermine such action. Any decision rendered by the Committee
      and any review of such decision shall be limited to determining whether the
      decision was so arbitrary and capricious as to be an abuse of discretion. The
      Committee may adopt such rules and procedures for the administration of the
      Plan
      as are consistent with the terms hereof.

    


    6.03     Claims
      Procedure 

    


    A.
      Allocation of Claims Responsibility: With respect to any claim for
      benefits which are provided exclusively under this Plan, the claim shall be
      approved or denied by the Committee within 60 days following the receipt of
      the
      information necessary to process the claim. In the event the Committee denies
      a
      claim for benefits in whole or in part, it will give written notice of the
      decision to the claimant or the claimants authorized representative, which
      notice will set forth in a manner calculated to be understood by the claimant,
      stating the specific reasons for such denial, make specific reference to the
      pertinent Plan provisions on which the decision was based, and provide any
      other
      additional information, as applicable, required by 29 Code of Federal
      Regulations Section 2560.503-1 applicable to the Plan. 

    


    With
      respect to any claim for benefits which, under the terms of the Plan, are
      provided under another employee benefit plan maintained by the Corporation
      (i.e., Health Care Plans, Gold Card, life insurance, PTO/MTO Policy, Pension,
      Savings, Mirror Savings, BRP, and SRP benefits), the Committee shall determine
      claims regarding the Participant's eligibility under the Plan in accordance
      with
      the preceding paragraph, but the administration of any other claim with respect
      to such benefits (including the amount of such benefits) shall be subject to
      the
      claims procedure specified in such other employee benefit plan or
      program.

    


    B.
      Litigation or Appeal In the event the Committee denies a claim in whole
      or in part for benefits which are provided exclusively under the Plan, or denies
      a claim regarding the claimant’s eligibility under the Plan, Participants will
      then be allowed to file a lawsuit in Federal Court as provided under ERISA.
      

    


    Appeals
      with respect to any claim for benefits which, under the terms of the Plan,
      are
      provided under another employee benefit plan maintained by the Corporation
      (i.e., Health Care Plans, Gold Card, life insurance, PTO/MTO Policy, Pension,
      Savings, Mirror Savings, BRP, and SRP benefits), shall be subject to the claims
      and appeals procedure specified in such other employee benefit
      plan.


    
      
        -20-

        
        

      

      
        
        

      

       

    


    6.04     Records
      and Reports 

    


    The
      Committee will maintain adequate records of all of their proceedings and acts
      and all such books of account, records, and other data as may be necessary
      for
      administration of the Plan. The Committee will make available to each
      Participant upon his request such of the Plan's records as pertain to him for
      examination at reasonable times during normal business hours.

    


    6.05     Reliance
      on Tables, Etc. 

    


    In
      administering the Plan, the Committee is entitled to the extent permitted by
      law
      to rely conclusively upon all tables, valuations, certificates, opinions and
      reports which are furnished by accountants, legal counsel or other experts
      employed or engaged by the Committee. The Committee will be fully protected
      in
      respect of any action taken or suffered by the Committee in good faith reliance
      upon all such tables, valuations, certificates, reports, opinions or other
      advice. The Committee is also entitled to rely upon any data or information
      furnished by a Participating Employer or by a Participant as to any information
      pertinent to any calculation or determination to be made under the provisions
      of
      the Plan, and, as a condition to payment of any benefit under the Plan the
      Committee may request a Participant to furnish such information as it deems
      necessary or desirable in administering the Plan.

    


    6.06     Availability
      of
      Plan Information and Documents

    


    Any
      Participant having a question concerning the administration of the Plan or
      the
      Participant's eligibility for participation in the Plan or for the payment
      of
      benefits under the Plan may contact the Committee and request a copy of the
      Plan
      document. Each Participating Employer will keep copies of this Plan document,
      exhibits and amendments hereto, and any related documents on file in its
      administrative offices, and such documents will be available for review by
      a
      Participant or a designated representative of the Participant at any reasonable
      time during regular business hours. Reasonable copying charges for such
      documents will be paid by the requesting party.

    


    
      	
              6.07

            	
              Expenses 

            


    

    


    All
      Plan
      administration expenses incurred by the Committee shall be paid by the
      Corporation and all other administration expenses incurred by the Corporation
      or
      an affiliate or Subsidiary shall be paid by the Corporation or an affiliate
      or
      Subsidiary (as appropriate). 


    
      
        -21-

        
        

      

      
        
        

      

       

    

     

    
      	
              6.08

            	
              Adoption
                Procedure for Participating
                Employer 

            


    

    


    Any
      Subsidiary or affiliate of the Corporation may become a Participating Employer
      under the Plan provided that (i) the Board approves the adoption of the
      Plan by the Subsidiary or affiliate and designates the Subsidiary or affiliate
      as a Participating Employer in the Plan and (ii) by appropriate resolutions
      of the board of directors or other governing body of the Subsidiary or
      affiliate, the Subsidiary or affiliate agrees to become a Participating Employer
      under the Plan and also agrees to be bound by any other terms and conditions
      which may be required by the Board or the Committee, provided that such terms
      and conditions are not inconsistent with the purposes of the Plan. A
      Participating Employer may withdraw from participation in the Plan, subject
      to
      approval by the Committee, by providing written notice to the Committee that
      withdrawal has been approved by the board of directors or other governing body
      of the Participating Employer; provided, however, following the commencement
      of
      any discussion with a third party that ultimately results in a Change in
      Control, the Committee shall have no authority to approve the withdrawal of
      any
      Participating Employer until such time as the Corporation and each affiliate
      or
      Subsidiary (as appropriate) shall have fully performed all of their obligations
      under the Plan with respect to all Participants, and shall have paid all
      Severance Benefits under the Plan in full to all Participants. The Board may
      at
      any time remove a Participating Employer from participation in the Plan by
      providing written notice to the Participating Employer that it has approved
      removal; provided, however, following the commencement of any discussion with
      a
      third party that ultimately results in a Change in Control, the Board shall
      have
      no authority to remove or approve the withdrawal of any Participating Employer
      until such time as the Corporation and each affiliate or Subsidiary (as
      appropriate) shall have fully performed all of their obligations under the
      Plan
      with respect to all Participants, and shall have paid all Severance Benefits
      under the Plan in full to all Participants. The Board will act in accordance
      with this Article pursuant to unanimous written consent or by majority vote
      at a
      meeting.

    


    6.09     Effect
      on
      Other Benefits

    


    Except
      as
      otherwise provided herein, the Plan shall not affect any Participant’s rights or
      entitlement under any other retirement or employee benefit plan offered to
      him/her by the Corporation or an affiliate or Subsidiary (as appropriate) as
      of
      his/her Employment Termination.

    


    6.10     Successors

    


    The
      Plan
      shall be binding upon any successor in interest of the Corporation or an
      affiliate or Subsidiary (as appropriate) and shall inure to the benefit of,
      and
      be enforceable by, a Participant’s assigns or heirs.


    
      
        -22-

        
        

      

      
        
        

      

       

    

    


    6.11     Severability

    


    The
      various provisions of the Plan are severable and any determination of invalidity
      or unenforceability of any one provision shall not have any effect on the
      remaining provisions.

    


    6.12     Construction

    


    In
      determining the meaning 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 sections and subsections of the Plan
      are
      for convenience only and are not intended to modify or affect the meaning of
      the
      substantive provisions of the Plan.

    


    6.13     References
      to Other Plans and Programs

    


    Each
      reference in the Plan to any plan, policy or program, the Plan or document
      of
      the Corporation or an affiliate or Subsidiary, shall include any amendments
      or
      successor provisions thereto without the necessity of amending the Plan for
      such
      changes.

     

    6.14    Notices

     

    
      	(a)  	
              General.
                Notices and all other communications contemplated by this Plan shall
                be in
                writing and shall be deemed to have been duly given when personally
                delivered or when mailed by U.S. registered or certified mail, return
                receipt requested and postage prepaid. In the case of the Participant,
                (i)
                mailed notices shall be addressed to the Participant at the Participant’s
                home address which was most recently communicated to the Corporation
                in
                writing or (ii) in the case of a Participant who is an employee,
                distributed to the employee at his or her place of employment in
                compliance with 29 CFR Section 2520.104b-1(c). In the case of the
                Corporation, mailed notices shall be addressed to its corporate
                headquarters, and all notices shall be directed to the attention
                of its
                General Counsel at J.C. Penney Corporation, Inc., 6501 Legacy Drive,
                Plano, Texas 75024.

            


    

    


    
      	(b)  	
              Notice
                of Termination. Any notice of Summary Dismissal by the Corporation or
                by the Participant for Constructive Termination shall be communicated
                by a
                notice of termination to the other party given in accordance with
                this
                Section 6.14. Such notice shall indicate the specific termination
                provision in this Plan relied upon, shall set forth in reasonable
                detail
                the facts and circumstances claimed to provide the basis for termination
                under the provision so indicated, and shall specify the Employment
                Termination date.

            


    


    
      
        -23-

        
        

      

      
        
        

      

       

    

     

    6.15     No
      Duty to
      Mitigate

    


    The
      Participant shall not be required to mitigate the amount of any payment
      contemplated under this Plan, nor shall such payment be reduced by any earnings
      that the Participant may receive from any other source.

    


    6.16     Employment
      Taxes

    


    All
      payments made pursuant to this Plan shall be subject to withholding of
      applicable income and employment taxes.

    


    6.17     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 Texas,
      without giving effect to the conflict of laws principles thereof. Except as
      otherwise required by ERISA, every right of action by an Associate with respect
      to the Plan shall be barred after the expiration of three years from the date
      of
      termination of employment or the date of receipt of the notice of denial of
      a
      claim for benefits or eligibility, if earlier. In the event ERISA's limitation
      on legal action does not apply, the laws of the State of Texas with respect
      to
      the limitations of legal actions shall apply and the cause of action must be
      brought no later than four years after the date the action accrues.


     

    



    
      
        -24-

        
        

      

      
        
        

      

       

    


    APPENDIX
      I

    


    Participating
      Employers

    


    J.C.
      Penney Corporation, Inc.

    


    J.C.
      Penney Company, Inc.

    


    JCP
      Publications Corp.

    


    JCP
      Overseas Services, Inc.

    


    J.C.
      Penney Puerto Rico, Inc.

    


    JCP
      Logistics L. P.

    


    JCP
      Media
      L.P.

    


    JCP
      Procurement L.P.

    


    J.C.
      Penney Private Brands, Inc.

    


    JCP
      Ecommerce L.P.

    


    JCP
      Construction Services, Inc. 

    


    The
      Original Arizona Jean Company

     

     

     

     

     

     

     

     

     

    -25-