Item 1.01 Entry into a Material Definitive Agreement.

On November 5, 2009, J. C. Penney Company, Inc.'s direct wholly-owned subsidiary J. C. Penney Corporation, Inc. ("JCPenney") and GE Money Bank ("GEMB") extended the marketing and servicing alliance for JCPenney's private label credit card (the "Program") pursuant to the terms of an amended and restated Consumer Credit Card Program Agreement (the "Agreement"). Under the Agreement, which has an initial four-year term with two-year renewals, GEMB will continue to offer JCPenney private label credit cards to new and existing customers of JCPenney.

JCPenney and GEMB will jointly market the Program in accordance with the terms of the Agreement. JCPenney will receive on-going payments related to the operation of this non-recourse Program.

The parties have made customary representations, warranties and covenants, and have provided for customary reciprocal indemnification for specified actions taken in connection with the Program. The parties are also subject to customary confidentiality and data security provisions. Either party may terminate the Agreement early upon the occurrence of certain events.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 10.1 Consumer Credit Card Program Agreement by and between J. C. Penney Corporation, Inc. and GE Money Bank, as amended and restated as of November 5, 2009