Second Amendment to Indemnification Trust Agreement



 EXHIBIT 10.53 
 SECOND AMENDMENT to INDEMNIFICATION TRUST AGREEMENT, effective as of January 27, 2002 (“Second Amendment”), by and among J. C. Penney Company, Inc., a Delaware corporation, J. C. Penney
Corporation, Inc., a Delaware corporation (herein collectively called the “Company”), and JPMorgan Chase Bank (a successor to Chemical Bank) a bank organized and existing under the laws of the State of New York, as trustee
(“Trustee”). 
 J. C. Penney Corporation, Inc. (formerly known as J. C. Penney Company, Inc.) and Trustee have heretofore executed
an Indemnification Trust Agreement, dated as of July 30, 1986, as amended March 30, 1987 (“Trust Agreement”), for the benefit of the Indemnitees (as defined on page 1 of the Trust Agreement). Upon the approval of the
Representatives (as defined in Section 4(a) of the Trust Agreement), the Company and the Trustee now wish to amend the sections of the Trust Agreement described below to reflect changes in the organizational structure and names of both the
Company and the Trustee. 
 NOW, THEREFORE, the Company and the Trustee agree that: 
 1. The title page to the Trust Agreement shall be amended and restated in its entirety as follows: 
 INDEMNIFICATION TRUST AGREEMENT 
 by and among 
 J. C. PENNEY COMPANY, INC., 
 J. C. PENNEY
CORPORATION, INC. 
 and 
 JPMORGAN CHASE BANK 
 2. The first paragraph page 1 of the Trust Agreement shall be amended and restated in its entirety as follows: 
 INDEMNIFICATION TRUST AGREEMENT (“Trust Agreement”) dated as of July 30, 1986, as amended March 30, 1987, and amended
effective January 27, 2002, by and among J. C. Penney Company, Inc., a Delaware corporation, J. C. Penney Corporation, Inc., a Delaware company and wholly-owned subsidiary of J. C. Penney Company, Inc. (formerly known as J. C. Penney Company,
Inc.) (herein collectively called the “Company”), and JPMorgan Chase Bank, a bank organized and existing under the laws of the State of New York (formerly known as Chemical Bank), as trustee (“Trustee”), for the benefit of the
Indemnitees (as hereinafter defined), which Indemnitees shall be the beneficiaries of the trust created hereby (“Trust”). 







 3. Section 6(a) of the Trust Agreement shall be amended and restated in its entirety as follows: 
  

	 	(a)	For purposes of this Trust Agreement, “Change in Control” means a change in control of J. C. Penney Company, Inc. of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (“Act”), whether or not J. C. Penney Company, Inc. is then subject to
such reporting requirement; provided, however, that without limitation, such a Change in Control shall be deemed to have occurred (irrespective of the applicability of the initial clause of this definition) if (i) any “person” (as
such term is used in Sections 13(d) and 14(d) of the Act, but excluding any employee benefit plan or employee stock plan of the Company or any subsidiary of the Company, or any entity organized, appointed, established or holding securities of the
Company with voting power for or pursuant to the terms of any such plan) is or becomes the “beneficial owner” (as defined in Rule 13d03 under the Act), directly or indirectly, of securities of the Company representing 35% or more of the
combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Directors of J. C. Penney Company, Inc. in office immediately prior to such person attaining
such interest; (ii) J. C. Penney Company, Inc. is party to a merger, consolidation, sale of assets or other reorganization, or proxy contest, as a consequence of which members of the Board of Directors of J. C. Penney Company, Inc. in office
immediately prior to such transaction or event constitute less than a majority of the Board of Directors of J. C. Penney Company, Inc. thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors of J. C. Penney Company, Inc. (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors of J. C. Penney Company, Inc. 

  

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 4. The addresses of the Company and the Trustee in Section 9(i) of the Trust Agreement shall be amended and restated
in their entirety by the following: 
 if to J. C. Penney Company, Inc., to: 
 J. C. Penney Company, Inc. 
 6501 Legacy
Drive, MS 005 
 Plano, Texas 75024-3698 
 Attn: General Counsel 
 if to J. C. Penney Corporation, Inc., to: 
 J. C. Penney Corporation, Inc. 
 6501 Legacy
Drive, MS 005 
 Plano, Texas 75024-3698 
 Attention: General Counsel 
 if to the Trustee, to: 
 JPMorgan Chase Bank 
 1211 Avenue of the
Americas - 34th Floor 
 New York, NY 10036 
 Attn: Trust Administration Department 
 5. The addresses for written advice of each payment on Exhibit A to the Trust
Agreement shall be amended and restated in their entirety by the following: 
 J. C. Penney Company, Inc. 
 6501 Legacy Drive, MS 005 
 Plano, Texas
75024-3698 
 Attention: Chief Financial Officer 
     and 
 J. C. Penney Corporation, Inc. 
 6501 Legacy Drive, MS 005 
 Plano, Texas
75024-3698 
 Attention: Treasurer 
 This Second Amendment shall be governed by, and construed in accordance with the, the laws of the State of New York. 
  

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 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date(s) set
forth below. 
  

							
		 	J. C. PENNEY COMPANY, INC.
			
	ATTEST	 	By	 	 /s/ C. R. Lotter

		 	Name	 	 Charles R. Lotter

		 	Title	 	 Executive Vice President, Secretary and General Counsel

		 	Date	 	 June 3, 2002

	By	 	 /s/ Jeffrey J. Vawrinek
	 		 	
	Name	 	 Jeffrey J. Vawrinek
	 		 	
	Title	 	 Assistant Secretary
	 		 	
	Date	 	 June 3, 2002
	 		 	
		 		 		 	
		 	J. C. PENNEY CORPORATION, INC.
			
	ATTEST	 	By	 	 /s/ C. R. Lotter

		 	Name	 	 Charles R. Lotter

		 	Title	 	 Executive Vice President, Secretary and General Counsel

		 	Date	 	 June 3, 2002

		 		 		 	
	By	 	 /s/ Jeffrey J. Vawrinek
	 		 	
	Name	 	 Jeffrey J. Vawrinek
	 		 	
	Title	 	 Vice President and Asst. Secretary
	 		 	
	Date	 	 June 3, 2002
	 		 	
		 		 		 	
		 	JPMORGAN CHASE BANK
			
	ATTEST	 	By	 	 /s/ Jonathan R. Miller

		 	Name	 	 Jonathan R. Miller

		 	Title	 	 Vice President

		 	Date	 	 05/17/02

		 		 		 	
	By	 	 /s/ June Ryan
	 		 	
	Name	 	 June Ryan
	 		 	
	Title	 	 Vice President
	 		 	
	Date	 	 May 17, 2002
	 		 	

  

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 APPROVAL OF THE REPRESENTATIVES 
 Second Amendment to 
 Indemnification Trust Agreement 
 effective January 27, 2002 
 We,
the undersigned, being Representatives, as defined in the Indemnification Trust Agreement between J. C. Penney Company, Inc. and JPMorgan Chase Bank (as successor to Chemical Bank), dated July 30, 1986, as amended March 30, 1987, and
amended effective January 27, 2002, hereby approve the Second Amendment of the Indemnification Trust Agreement effective January 27, 2002. 
 Dated
as of the date(s) set forth below. 
  

			
	By	 	 /s/ Thomas J. Engibous

	Name	 	 Thomas J. Engibous

	Date	 	 5-01-02

		
	By	 	 /s/ Vernon E. Jordan, Jr.

	Name	 	 Vernon E. Jordan, Jr.

	Date	 	 5-2-02

		
	By	 	 /s/ Jane C. Pfeiffer

	Name	 	 Jane C. Pfeiffer

	Date	 	 April 7, 2002

		
	By	 	 /s/ R. Gerald Turner

	Name	 	 R. Gerald Turner

	Date	 	 5/1/02



  

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