J. C. PENNEY CORPORATION, INC.



                      SUPPLEMENTAL TERM LIFE INSURANCE PLAN



                    FOR MANAGEMENT PROFIT-SHARING ASSOCIATES



                        ADOPTED EFFECTIVE JANUARY 1, 2003















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                         J. C. PENNEY CORPORATION, INC.

                      SUPPLEMENTAL TERM LIFE INSURANCE PLAN

                    FOR MANAGEMENT PROFIT-SHARING ASSOCIATES





                                TABLE OF CONTENTS

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                                                              Page



{S}        {C}                                                  {C}

Article    1     Introduction                                   1



Article    2     Definitions                                    2



Article    3     Participation                                  4



Article    4     Life Insurance Benefits                        5



Article    5     Funding of Benefits                            7



Article    6     Administration of the Plan                     8



Article    7     Adoption By Participating Employers           13



Article    8     Amendment and Termination                     14



Article    9     Conversion Rights                             15



Article   10     Miscellaneous Provisions                      16



Appendix I - Participating Subsidiaries                        18

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                                    ARTICLE 1



                                  INTRODUCTION





         1.1 Purpose Of Plan. The J. C. Penney Corporation, Inc. Supplemental

Term Life Insurance Plan For Management Profit-Sharing Associates (the "Plan")

is an "employee welfare benefit plan" pursuant to ERISA. The purpose of the Plan

is to permit eligible retired profit-sharing management Associates of J.C.

Penney Corporation, Inc. and certain designated subsidiaries who elect to

participate to purchase group term life insurance benefits directly from the

Insurer (as hereinafter defined). This document, together with the Policies (as

hereinafter defined) will be construed as a single group term life insurance

plan. Capitalized terms used throughout the Plan have the meanings set forth in

Article 2 unless the context clearly requires otherwise or another definition is

expressly assigned to the term in a particular usage.



         1.2 Plan Status. The Plan is intended to satisfy the requirements of an

after-tax option pursuant to the cafeteria plan requirements under Section

125(d) of the Code.



         1.3 Suppression Of Prior Plan. This document is effective January 1,

2003 except as otherwise provided herein. All prior versions of the Plan

document are hereby suppressed or superseded. The Plan was originally adopted

effective January 1, 1978.





                                       1

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                                    ARTICLE 2



                                   DEFINITIONS



         2.1 "Administrator" means the Benefits Administration Committee of the

Company or such other person or committee as may be appointed from time to time

by the Human Resources Committee of the Management Committee of the Company or

any successor thereto ("HR Committee").



         2.2 "Annual Earnings for Benefits" means the greater of (i) the

Participant's "Annual Earnings for Benefits" for purposes of the Associate-Paid

Plan on the Participant's retirement date or (ii) for a retired Participant who

is reemployed by a Participating Employer and who becomes eligible for the

Associate-Paid Plan and later loses eligibility under the Associate-Paid Plan,

such retired Participant's Annual Earnings for Benefits at such time as the

Participant lost eligibility under the Company-Paid Plan.



         2.3 "Associate" means a person who is employed by a Participating

Employer and paid through a participating employer's payroll system. The term

"Associate" does not include a person who is classified as an independent

contractor by the Participating Employer for purposes of federal income tax

reporting and withholding. The designation of an "Associate" by the Company

shall be final and not subject to any redetermination of employment

classification by any taxing authority such as the Internal Revenue Service or

any other governmental authority or agency. The term "Associate" does not

include any person who performs services for a Participating Employer as a

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