Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of New Director. On October 6, 2008, the Board of Directors of J. C. Penney Company, Inc. ("Company") announced that it had elected Jeffrey
A. Rein as a member of the Board of Directors, effective December 9, 2008. There are no arrangements or understandings between Mr. Rein and any other person pursuant to which he was elected as a director. Mr. Rein's committee assignment has not yet been determined. The Company will promptly amend this Current Report on Form 8-K to identify such committee assignment when it has been determined.

In connection with his election to the Board, and pursuant to the terms of the Company's 2005 Equity Compensation Plan, Mr. Rein will be granted an award of restricted stock units having a market value of $57,204 on December 12, 2008. This award represents a pro-rata amount of the current annual equity award to non-associate directors based on the effective date of Mr. Rein's election.

A copy of the press release announcing Mr. Rein's election to the Board is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 J. C. Penney Company, Inc. News Release issued October 6, 2008