0000950123-11-078820 Sample Contracts

Contract
Stockholder Protection Rights Agreement • August 19th, 2011 • Pershing Square Capital Management, L.P. • Retail-department stores • New York

This letter constitutes the agreement (this “Agreement”) between J. C. Penney Company, Inc. (the “Company”), on the one hand, and Pershing Square Capital Management, L.P. (“Pershing Square”), in its capacity as investment advisor to certain funds and on behalf of its controlled affiliates (such funds and affiliates, together with Pershing Square in such capacity, collectively, the “Stockholders”), on the other hand, with respect to the matters set forth below.

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