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EXHIBIT 10(a)
EXHIBIT A
SUPPLEMENTAL RETIREMENT PROGRAM AMENDMENTS
1. The definitions entitled Company Accounts, Deferred Compensation Plan,
________________ __________________________
Matched Deposits, Participating Employer, and Savings and Profit-
________________ ______________________ ___________________
Sharing Retirement Plan in Article II (Definitions) are amended
_______________________
effective January 1, 1999, and the definitions entitled Compensation
____________
and Performance Unit Plan are amended effective February 1, 1998 to
_____________________
read as follows:
Company 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 prior to January 1, 1999,
the Savings, Profit-Sharing and Stock Ownership Plan, and the Mirror
Savings Plans in which are reflected all Company contributions
allocated to an Eligible Management Associate together with all assets
attributable thereto.
Compensation: The total cash remuneration (including Profit Incentive
____________
Compensation, and whether received or deferred (i) Performance Unit
Plan payments and (ii) EVA Performance Plan payments) paid to an
Associate by the Company or a Participating Employer, or, for the
purpose of determining Average Final Compensation only, by a
Controlled Group Member, that qualifies as wages as 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 a
Participating Employer 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;
(h) payments of deferred amounts under the EVA Performance Plan or
any other nonqualified plan of deferred compensation;
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(i) special payments made to an Associate under the Performance Unit
Plan or the EVA Performance Plan in the year of retirement or
disability;
(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 a
Participating Employer 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 Deferred Compensation Plan and the Mirror Savings
Plans.
Each annual payment to an Associate (i) from the Performance Unit
Plan, (ii) from the EVA Performance Plan, and (iii) of Profit
Incentive Compensation shall be deemed to have been made in the
calendar year immediately preceding the year in which payment was
actually made.
For all purposes under the plan, the Benefits Administration
Committee, in its discretion, may exclude additional items from
"Compensation" under the Plan.
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.
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Deferred Compensation Plan: J. C. Penney Company, Inc. 1995 Deferred
__________________________
Compensation Plan, as amended from time to time, as in existence prior
to January 1, 1999 before being merged into the J. C. Penney Company,
Inc. Mirror Savings Plan II effective January 1, 1999.
Matched Deposits: An Eligible Management Associate's deposits, not in
________________
excess of 6% of his compensation (as defined in the Savings and
Profit-Sharing 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.
Participating Employer: The Company and any other Controlled Group
______________________
Member or organizational unit of the Company or of a Controlled Group
Member which is designated as a Participating Employer under the Plan
by the Human Resources Committee; provided, however, that if such
designation would substantially increase the cost of the Plan to the
Company, such designation shall be subject to the sole discretion of
the Board of Directors.
Performance Unit Plan: J. C. Penney Company, Inc. 1984 Performance
___ _________________
Unit Plan, as amended from time to time, as in existence prior to
February 1, 1998 when terminated effective January 31, 1998.
Savings and Profit-Sharing Retirement Plan: J. C. Penney Company,
__________________________________________
Inc. Savings and Profit-Sharing Retirement Plan, as amended from time
to time, as in existence prior to January 1, 1999 before being merged
into the Savings, Profit-Sharing and Stock Ownership Plan effective
January 1, 1999.
2. The definition entitled Personnel Committee in Article II
___________________
(Definitions) is deleted effective January 1, 1999, the definition EVA
___
Performance Plan is added effective February 1, 1998, and the
________________
definitions entitled Human Resources Committee and Mirror Savings
_________________________ ______________
Plans are added effective January 1, 1999 to read as follows:
_____
EVA Performance Plan: The J. C. Penney Company, Inc. 1998 EVA
____________________
Performance Plan, as amended from time to time.
Human Resources Committee: The Human Resources Committee of the
_________________________
Management Committee of the Company.
Mirror Savings Plans: The J. C. Penney Company, Inc. Mirror Savings
____________________
Plan I, the J. C. Penney Company, Inc. Mirror Savings Plan II, and the
J. C. Penney Company, Inc. Mirror Savings Plan III.
3. Item (ii) of subparagraph (1) (b) of Article IV (Benefits) is amended
effective January 1, 1999 to read as follows:
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(i) 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
(a) the value of all assets allocated to the Eligible Management
Associate in the Company Account(s) under the Savings,
Profit-Sharing and Stock Ownership Plan, including such
assets allocated to him under the Savings and Profit-Sharing
Retirement Plan prior to January 1, 1999; 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,
and the Mirror Savings Plans, had such Eligible Management
Associate made all further permissible Matched Deposits up
to 6% of his compensation (as such term is defined in each
said plan) under each said plan and had he not made any
withdrawals of taxed Matched Deposits from the plans prior
to January 1, 1989; 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 distributed to the Eligible
Management Associate pursuant to Section 9.04 of the
Savings, Profit-Sharing and Stock Ownership 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 and the Savings, Profit-Sharing and Stock Ownership
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
4. The first sentence of the first paragraph following item (iv) of
subparagraph (1)(b) of Article IV (Benefits) is amended effective
January 1, 1999 to add the words "and the Mirror Savings Plans" after
the words "Stock Ownership Plan".
5. Subparagraph (g) of Paragraph (7) (Special Rules for VERP Plan
Participants) of Article IV (Benefits) is amended effective January 1,
1999 to read as follows:
(g) 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 VERP Plan, the
Benefit Restoration Plan, the Mirror Savings Plans, or any
separation pay program of the Company or a Participating
Employer or a
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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.
6. The headings in the chart in Paragraph (1) (Additional Credited
Service) of Article VIII (Miscellaneous) are revised effective January
1, 1996 to delete the words "and/or Service" after the words "Years of
Service" in the heading on the left and to add the words "and/or
Service" after the words "Deemed Additional Months of Age" in the
heading on the right, and effective January 1, 1999 to delete in item
(b) the words "Director of Personnel" and to substitute the words
"Director of Human Resources" therefor.
7. Paragraph (5) (Liability) of Article VIII (Miscellaneous) is amended
effective January 1, 1999 to delete the words "Personnel Committee"
and to substitute the words "Human Resources Committee" therefor.
8. Article IX (Claims Procedures) is amended effective July 1, 1998 to
delete the words "Benefits Administration Manager" and substitute the
words "Benefits Director" therefor in each place it appears.
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APPENDIX I
Participating Employers
_______________________
J. C. Penney Company, Inc.
JCPenney National Bank
(from and after August 1, 1994 until December 17, 1997)
JCP Internet Commerce Solutions, Inc.
(from and after February 1, 1999)
JCP Logistics L. P.
(from and after February 1, 1999)
JCP Media L. P.
(from and after February 1, 1999)
JCP Overseas Services, Inc.
(from and after July 1, 1996)
JCP Portfolio, Inc.
(dissolved July 18, 1995)
J. C. Penney Private Brands, Inc.
(from and after January 1, 2000)
JCP Procurement L. P.
(from and after February 1, 1999)
JCP Publications Corp.
(formerly JCP Media Corporation)
(from and after April 3, 1996)
JCPenney Puerto Rico, Inc.
JCP Receivables, Inc.
StepInside, Inc.
(from and after January 1, 2000)
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