Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

Effective February 25, 2009, the Board of Directors of J. C. Penney Company, Inc. ("Company") amended Article III, Section 2 of the Company's Bylaws to increase the retirement age for Directors from 72 to 74.

A copy of the Company's Bylaws, as amended, is filed herewith as Exhibit 3.1 and is incorporated herein by reference.