X0202 4 2007-03-09 0 0001166126 J C PENNEY CO INC JCP 0001196705 BOBER JOANNE L C/O J. C. PENNEY COMPANY, INC. 6501 LEGACY DRIVE PLANO TX 75024 0 1 0 0 EVP, General Counsel & Sec. Common Stock of 50 cent Par Value 2007-03-09 4 A 0 11570 0 A 26570 D Common Stock of 50 cent Par Value 140.2602 I By Trustee of 401(k) Represents earn-out of previously awarded performance-based restricted stock units granted under the Company?s 2005 Equity Compensation Plan on 3/22/2006. The earned restricted stock units are subject to further time-based vesting requirements with one-third of the units vesting on March 22, 2007, March 22, 2008, and March 22, 2009, respectively. Represents equivalent shares based on units of participation in the JCPenney stock fund allocated to Ms. Bober's account in the Company?s 401(k) plan, as of February 28, 2007. The shares of JCPenney common stock in the fund are held by the trustee of the 401(k) plan. Changes in the amount of securities beneficially owned reflect changes in the value of the fund, the number of units of participation in the fund held by all participants, and the number of units of participation held by Ms. Bober. ***Under power of attorney filed herewith as Exhibit 24. ***/s/ Salil R. Virkar, attorney in fact 2007-03-13