X0303 4 2010-03-16 0 0001166126 J C PENNEY CO INC JCP 0001246085 CAVANAUGH ROBERT B C/O J. C. PENNEY COMPANY, INC. 6501 LEGACY DRIVE PLANO TX 75024 0 1 0 0 EVP, Chief Financial Officer Common Stock of 50 cents Par Value 2010-03-16 4 A 0 12207 0 A 34115.915 D Common Stock of 50 cents Par Value 5877 I By Trustee of 401(k) Employee stock option/Right to Buy 30.72 2010-03-16 4 A 0 82965 0 A 2020-03-15 Common Stock 82965 82965 D Represents restricted stock units granted under the Company's 2009 Long-Term Incentive Plan. The restricted stock units will vest one-third on March 16, 2011,one-third on March 16, 2012 and one-third on March 16, 2013. Represents equivalent shares based on units of participation in the JCPenney stock fund allocated to Mr. Cavanaugh's account in the Company's 401(k) plan, as of March 1, 2010. 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 Mr. Cavanaugh. Represents grant of employee stock options under the Company's 2009 Long-Term Incentive Plan which vest one-third on March 16, 2011, one-third on March 16, 2012, and one-third on March 16, 2013. Represents current grant of stock options. Including the reported grant, Mr. Cavanaugh beneficially owns an aggregate of 545,740 stock options at various exercise prices. *** Under continuing POA as filed with the S.E.C. *** /s/ Salil R. Virkar, attorney in fact 2010-03-18