X0202 4 2008-06-02 0 0001166126 J C PENNEY CO INC JCP 0001267699 CLARK MAXINE C/O J. C. PENNEY COMPANY, INC. 6501 LEGACY DRIVE PLANO TX 75024 1 0 0 0 Common Stock of 50 cents Par Value 2008-06-02 4 A 0 211 39.84 A 15915.9958 D Phantom Stock Units 2008-06-02 4 A 0 209.679 40.24 A Common Stock 209.679 3076.110 D The reporting person received JCPenney common stock, pursuant to the 2005 Equity Compensation Plan, in lieu of cash for her services as a director. Based on the closing price of JCPenney common stock on the date of issuance. Phantom stock units acquired in connection with deferral of cash received for services as a director into the Company's Deferred Compensation Plan for Directors. Conversion is one-for-one. Under the Company's Deferred Compensation Plan for Directors, the number of units acquired is based on the closing price of JCPenney common stock on the last trading day prior to the date of deferral. Includes dividends, which accrue on a quarterly basis under the Company's Deferred Compensation Plan for Directors, exempt under Rule 16a-11. *** Under continuing POA as filed with the S.E.C. *** /s/ Salil R. Virkar, attorney in fact 2008-06-04