SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK MACYS, INC.

and MACYS MERCHANDISING GROUP, INC., Plaintiffs, vs. MARTHA STEWART LIVING OMNIMEDIA, INC., and J.C. PENNEY CORPORATION, INC. Defendants. : : : : : : : : : : : : :

Index No. 650197/2012 652861/2012 (Consolidated Under Index No. 650197/2012)

PLAINTIFFS WITNESS LIST Pursuant to paragraphs 5 and 7 of the Courts Practices and Procedures for Trials and Evidentiary Hearings, plaintiffs Macys, Inc. and Macys Merchandising Group, Inc. (collectively Macys) submit their list of witnesses that may be called live at trial. The following list does not include witnesses to be called solely for impeachment or in rebuttal, and does not represent the order in which the witnesses will be called. Macys reserves the right to call or cross-examine any witness on defendants witness lists, as well as any journalist, analyst, or presenter who attended any recent JCP event at which representations about JCPs Everyday collection were made (the identities of whom JCP has not yet provided to Macys), and any witnesses necessary for impeachment or rebuttal. Fact Witnesses 1. 2. Michael Francis, former President of J.C. Penney Corporation, Inc. Laurene Gandolfo, Executive Vice President of Home Private Brands for Macys Merchandising Group, Inc.

3. 4. 5. 6.

Pamela Hunter, Vice President of International Sourcing for J.C. Penney Corporation, Inc. Ron Johnson, Chief Executive Officer for J.C. Penney Corporation, Inc. Charles Koppelman, former Chairman of the Board of Martha Stewart Living Omnimedia, Inc. Steven Lawrence, former Executive Vice President and General Merchandise Manager of Mens and Co-Chief Merchant of Childrens and Home for J.C. Penney Corporation, Inc. Terry Lundgren, Chairman, President, and Chief Executive Officer of Macys, Inc. Leonard Marcus, President and Chief Operating Officer for Macys Merchandising Group, Inc. Robin Marino, former Chief Executive Officer, President, and Chief Operating Officer for Merchandise for Martha Stewart Living Omnimedia, Inc. Nicole Post, Senior Brand Director at J.C. Penney Corporation, Inc. Martine Reardon, Chief Marketing Officer at Macys, Inc. Paul Rutenis, Senior Vice President, General Merchandise Manager for Home at J.C. Penney Corporation, Inc. Martha Stewart, Founder and Nonexecutive Chairman, Martha Stewart Living Omnimedia, Inc. Daniel Taitz, Interim Principal Executive Officer, Chief Administrative Officer, and General Counsel for Martha Stewart Living Omnimedia, Inc. John Tighe, Senior Vice President and General Merchandise Manager for Mens Apparel for J.C. Penney Corporation, Inc.

7. 8. 9. 10. 11. 12. 13. 14. 15.

Expert Witnesses 16. 17. 18. Regina Corso, Senior Vice President, Harris Poll, Public Relations and Youth Research at Harris Interactive Inc. Leon Dreimann, Co-founder and Chief Executive Officer for Greystone Brands Inc. Glenn Sheets, Managing Director in the Dispute Advisory and Forensic Services Group at Stout, Risius, Ross.

Pursuant to paragraph 7 of the Courts Practices and Procedures for Trials and Evidentiary Hearings, Macys further states that defendants have moved in limine to exclude certain opinions and testimony of Ms. Corso and Mr. Sheets, but do not dispute their status as an expert in his or her respective field. Dated: New York, New York February 13, 2013 Respectfully submitted,

/s/ Michael A. Platt _____________________ Theodore M. Grossman Robert C. Micheletto JONES DAY 222 East 41st Street New York, New York 10017 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 E-mail: tgrossman@jonesday.com rmicheletto@jonesday.com Robert S. Faxon (pro hac vice) Dennis L. Murphy (pro hac vice) Michael A. Platt Kristin S.M. Morrison (pro hac vice) JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 E-mail: rfaxon@jonesday.com dlmurphy@jonesday.com maplatt@jonesday.com kmorrison@jonesday.com Attorneys for Plaintiffs Macys, Inc. and Macys Merchandising Group, Inc.

AFFIRMATION OF SERVICE I, Michael A. Platt, an attorney admitted to practice in the courts of New York and not a party to this action, hereby affirm under penalties of perjury that on February 13, 2013, I caused a true and complete copy of the foregoing PLAINTIFFS WITNESS LIST to be served upon the following counsel for Defendants via electronic mail: Eric Seiler eseiler@fklaw.com Friedman Kaplan Seiler & Adelman LLP 7 Times Square New York, New York 10036 Counsel for Defendant Martha Stewart Living Omnimedia, Inc Martin D. Edel medel@mw-law.com Miller & Wrubel P.C. 570 Lexington Avenue New York, New York 10022 Counsel for Defendant J.C. Penney Corporation, Inc.

/s/ Michael A. Platt ________________ Michael A. Platt