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Registration Rights Agreement

J. C. PENNEY CORPORATION, INC.

9.000% Notes Due 2012

REGISTRATION RIGHTS AGREEMENT

Salomon Smith Barney Inc.

Fleet Securities, Inc.

Wachovia Securities, Inc.

c/o Salomon Smith Barney Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

J. C. Penney Corporation, a Delaware corporation (the Company), proposes to issue its 9.000% notes due 2012 (the New Notes) as part of an exchange offer (the Initial Exchange Offer) for its outstanding 6.125% Notes due 2003, 7.375% Notes due 2004, and 6.90% Debentures due 2026 (collectively, the Old Notes), upon the terms set forth in a Dealer Manager Agreement (the Dealer Manager Agreement) dated as of June 26, 2002, among the Company, J. C. Penney Company, Inc., a Delaware corporation and the sole stockholder of the Company (the Co-Obligor and, together with the Company, the Issuers), and you as the dealer managers (the Dealer Managers), relating to the Initial Exchange Offer. The New Notes are to be issued under an indenture (the Indenture) dated as of April 1, 1994, as amended by the first supplemental indenture dated as of January 27, 2002, among the Company, the Co-Obligor, and U.S. Bank National Association (formerly Bank of America National Trust and Savings Association), as trustee (the Trustee). To induce the Dealer Managers to enter into the Dealer Manager Agreement and to satisfy a condition to your obligations thereunder, the Issuers, jointly and severally, agree with you for your benefit and the benefit of the holders (each a Holder and, together, the Holders) from time to time of the New Notes or the Exchange Notes (as hereinafter defined), as follows:

1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Dealer Manager Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

Act shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

Additional Interest shall have the meaning set forth in Section 5 hereto.

Affiliate of any specified person shall mean any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, control of a person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms controlling and controlled shall have meanings correlative to the foregoing.

Broker-Dealer shall mean any broker or dealer registered as such under the Exchange Act.

Business Day shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City, New York.

Commission shall mean the Securities and Exchange Commission.

Dealer Manager Agreement shall have the meaning set forth in the preamble hereto.

Dealer Managers shall have the meaning set forth in the preamble hereto.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.