1 EXHIBIT 1(b) J. C. PENNEY COMPANY, INC. UNDERWRITING AGREEMENT April 9, 1997 CREDIT SUISSE FIRST BOSTON CORPORATION MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BT SECURITIES CORPORATION CHASE SECURITIES INC. CITICORP SECURITIES, INC. c/o...Penney J C Co Inc • April 16th, 1997 • Retail-department stores • New York
This EMPLOYMENT AGREEMENT (the "Agreement"), made in the City of Plano and the State of Texas, dated as of September 25, 2000, between J. C. Penney ------------ Company Inc., a Delaware corporation (hereinafter called the "Employer"), and J. Wayne...Employment Agreement • December 12th, 2000 • Penney J C Co Inc • Retail-department stores • Texas
Exhibit 99(a) AGREEMENT AND PLAN OF MERGER Dated as of November 23, 1998Agreement and Plan of Merger • December 3rd, 1998 • Penney J C Co Inc • Retail-department stores • Delaware
andRights Agreement • March 12th, 1999 • Penney J C Co Inc • Retail-department stores • New York
EXHIBIT 10 ECKERD CORPORATION LOAN AGREEMENT _________________________________ Agreement made as of the 28th day of September, 1998 to be effective on that date ("Effective Date"), between the lender, J. C. Penney Company, Inc. ("JCPenney"), a...Loan Agreement • December 15th, 1998 • Penney J C Co Inc • Retail-department stores • New York
EXHIBIT 2.1 CREDIT CARD ASSET PURCHASE AND SALE AGREEMENT THIS CREDIT CARD ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of the 15th day of October, 1999, by and among J. C. Penney Company, Inc. (the "Company"),...Purchase and Sale Agreement • December 21st, 1999 • Penney J C Co Inc • Retail-department stores • Delaware
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 29th, 2001 • Penney J C Co Inc • Retail-department stores • Delaware
EXHIBIT (c)(2) AMENDED AND RESTATED STOCK OPTION AGREEMENT ------------------------------------------- AMENDED AND RESTATED STOCK OPTION AGREEMENT, dated as of November 2, 1996, by and between ECKERD CORPORATION, a Delaware corporation ("Eckerd"), and...Stock Option Agreement • November 7th, 1996 • Penney J C Co Inc • Retail-department stores • Delaware
JOINT FILING AGREEMENT ----------------------Joint Filing Agreement • December 3rd, 1998 • Penney J C Co Inc • Retail-department stores
Exhibit 10 EMPLOYMENT AGREEMENT THIS AGREEMENT by and between J. C. Penney Company, Inc., a Delaware corporation (the "Company"), and Mr. Allen I. Questrom (the "Executive"), dated July 21, 2000 and effective as of the Effective Date (as hereinafter...Employment Agreement • September 1st, 2000 • Penney J C Co Inc • Retail-department stores • Texas
Exhibit 11 J. C. PENNEY COMPANY, INC. and Consolidated SubsidiariesPenney J C Co Inc • September 15th, 1998 • Retail-department stores
EXHIBIT (c)(1) ------------------------------------------------------------------------------- AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of November 2, 1996Agreement and Plan of Merger • November 7th, 1996 • Penney J C Co Inc • Retail-department stores • Delaware
February 12, 1997Penney J C Co Inc • March 25th, 1997 • Retail-department stores
BYLAWSPenney J C Co Inc • April 26th, 2000 • Retail-department stores
BYLAWSPenney J C Co Inc • April 24th, 2001 • Retail-department stores
INDENTUREIndenture • November 29th, 2001 • Penney J C Co Inc • Retail-department stores • New York
ANDJ C Penney Corp Inc • March 5th, 2002 • Retail-department stores • New York
5.4 The Employer will grant to the Employee, on the Start Date, an option to purchase 150,000 shares of Employer's common stock. The option will have a ten- year term and an exercise price equal to the fair market value on the Start Date as defined in...Employment Agreement • December 14th, 1999 • Penney J C Co Inc • Retail-department stores • Texas
1 EXHIBIT 1 [CONFORMED COPY] J. C. PENNEY COMPANY, INC. UNDERWRITING AGREEMENT February 20, 1997 CREDIT SUISSE FIRST BOSTON CORPORATION MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J.P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED...Penney J C Co Inc • February 25th, 1997 • Retail-department stores • New York
Weil, Gotshal & Manges LLP A limited liability partnership including professional corporations 767 Fifth Avenue, New York, NY 10153-0019 (212) 310-8000 FAX: (212) 310-8007 January 23, 1997Penney J C Co Inc • January 23rd, 1997 • Retail-department stores
Exhibit 10(ii)(aw) INCENTIVE COMPENSATION AGREEMENT -------------------------------- INCENTIVE COMPENSATION AGREEMENT (this "Agreement") dated as of January 2, 2001 by and between Gary L. Davis (the "Executive") and J.C. Penney Company, Inc. (the...Incentive Compensation Agreement • April 24th, 2001 • Penney J C Co Inc • Retail-department stores • Texas
Exhibit 10(ii)(av) AMENDMENT TO EMPLOYMENT AGREEMENT This Agreement amends that certain Employment Agreement dated August 1, 1999 ("Employment Agreement"), between J.C. Penney Company, Inc. a Delaware corporation ("Employer") and Vanessa Castagna...Employment Agreement • April 24th, 2001 • Penney J C Co Inc • Retail-department stores
Exhibit 99(b) COMPANY STOCKHOLDER AGREEMENT dated as of November 23, 1998 (this "Agreement"), among J. C. Penney Company, Inc., a Delaware corporation ("Parent"), and the individuals and other parties listed on Schedule A hereto (each, a "Stockholder"...Company Stockholder Agreement • December 3rd, 1998 • Penney J C Co Inc • Retail-department stores • Delaware
EXHIBIT (c)(3) AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 1, dated as of November 2, 1996, to the Employment Agreement, made as of February 4, 1996 (the "Employment Agreement"), by and between Eckerd Corporation, a Delaware corporation (the...Employment Agreement • November 7th, 1996 • Penney J C Co Inc • Retail-department stores
May 19, 2000 TO: ___________________ RE: J. C. PENNEY COMPANY, INC. SUCCESSION SEVERANCE AGREEMENT Dear __________: As you are aware, I have announced my intention to retire and that a search is underway for my successor. The Company considers you a...2000 Agreement • September 12th, 2000 • Penney J C Co Inc • Retail-department stores • Delaware
1 EXHIBIT 1(a) J. C. PENNEY COMPANY, INC. UNDERWRITING AGREEMENT April 9, 1997 CREDIT SUISSE FIRST BOSTON CORPORATION J.P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED BANC AMERICA SECURITIES, INC. BEAR, STEARNS & CO. INC. NATIONSBANC...Penney J C Co Inc • April 16th, 1997 • Retail-department stores • New York
Exhibit 10(ii)(ap) J. C. PENNEY COMPANY, INC. FORM OF SEVERANCE AGREEMENTPenney J C Co Inc • April 26th, 2000 • Retail-department stores • Delaware
February 25, 1997 J. C. Penney Company, Inc. 6501 Legacy Drive Plano, Texas 75024-3698 Omega Acquisition Corporation 6501 Legacy Drive Plano, Texas 75024-3698 Eckerd Corporation 8333 Bryan Dairy Road Largo, Florida 34647 Ladies and Gentlemen:...Penney J C Co Inc • March 25th, 1997 • Retail-department stores
EXHIBIT 10.1 EMPLOYMENT AND CONSULTING AGREEMENT EMPLOYMENT AND CONSULTING AGREEMENT dated as of December 16, 1998 between GENOVESE DRUG STORES, INC., a Delaware corporation (the "Company"), J. C. PENNEY COMPANY, INC., a Delaware corporation (the...Employment and Consulting Agreement • January 27th, 1999 • Penney J C Co Inc • Retail-department stores • New York
Exhibit 10(c) AgreementC) Agreement • December 12th, 2000 • Penney J C Co Inc • Retail-department stores • Texas
ContractUnderwriting Agreement • March 3rd, 2003 • J C Penney Corp Inc • Retail-department stores • New York
Exhibit 11 J. C. PENNEY COMPANY, INC. and Consolidated SubsidiariesPenney J C Co Inc • September 14th, 1999 • Retail-department stores
EXHIBIT 2.2 TECHNICAL AMENDMENT TO CREDIT CARD ASSET PURCHASE AND SALE AGREEMENT --------------------------------------------- THIS TECHNICAL AMENDMENT TO CREDIT CARD ASSET PURCHASE AND SALE AGREEMENT (this "Amendment") is made and entered into as of...Credit Card Asset Purchase and Sale Agreement • December 21st, 1999 • Penney J C Co Inc • Retail-department stores • Delaware
Exhibit 11 J. C. PENNEY COMPANY, INC. and Consolidated Subsidiaries Computation of Net Income Per Common Share _________________________________________________ (Amounts in millions except per common share data)Penney J C Co Inc • June 12th, 1998 • Retail-department stores
