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

(b) On June 25, 2009, J. C. Penney Company, Inc. (the "Company") issued a press release announcing that Ken C. Hicks will resign as the Company's President and Chief Merchandising Officer, and from the Company's Board of Directors, effective July 6, 2009. Mr. Hicks' resignations are not as a result of any disagreement with the Company or its management.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 J. C. Penney Company, Inc. Press Release dated June 25, 2009