JC Penney Reports Adopts One-Year Stockholder Rights Plan

J. C. Penney Company, Inc. (NYSE: JCP) (the"Company"), today announced that its Board of Directors has adopted astockholder rights plan.  The plan, which has a term of one year, is designedto protect against any potential future use of coercive or abusive takeovertechniques and to help ensure that the Company's stockholders are not deprivedof the opportunity to realize the full and fair value of their investment. The plan, which was adopted following evaluation and consultation with theCompany's outside advisors, is similar to plans adopted by the Company in thepast and by numerous publicly traded companies.  The plan, which was not adopted in response to any effort to acquire controlof the Company, will continue in effect until August 20, 2014, unless therights are redeemed or exchanged for shares of common stock by the Company onan earlier date.In connection with the adoption of the stockholder rights plan, the Company'sboard of directors declared a dividend of one right for each share of theCompany's common stock held by stockholders of record as of the close ofbusiness on September 3, 2013.  Initially, these rights will not beexercisable and will trade with the shares of the Company's common stock. Under the plan, these rights will generally be exercisable only if a personor group becomes an "acquiring person" by (i) acquiring beneficial ownershipof 10% or more of the Company's common stock or, in the case of any person(including such person's affiliates and associates) that beneficially owns 10%or more of the Company's outstanding common stock, upon the acquisition ofadditional shares by such person, or (ii) commencing a tender offer orexchange offer which, if consummated, could result in a person owning 10% ormore of the Company's common stock.  The term "acquiring person" will notinclude certain affiliates of Pershing Square Capital Management, L.P. orcertain affiliates of Vornado Realty Trust so long as such party's beneficialownership is permitted under such party's letter agreements with the Company.If a person or group becomes an acquiring person, each right will generallyentitle the holder, other than the acquiring person, to acquire, for theexercise price of $55.00 per right, shares of common stock (or, in certaincircumstances, other consideration) having a market value equal to twice theright's then-current exercise price.  The Company's Board of Directors mayredeem the rights at a price of $0.001 per right at any time up to ten daysafter a person becomes an acquiring person.  Stockholders are not required to take any action to receive the rightsdistribution.  Until the rights become exercisable, outstanding stockcertificates (or, in the case of shares reflected on the direct registrationsystem, by the notations in the book-entry account system of the transferagent for the shares) will represent both shares of the Company's common stockand the rights.  The issuance of the rights will have no dilutive effect andwill not impact reported earnings per share for the Company.The full text of the rights plan will be filed with the Securities andExchange Commission.