Preview | Letter of Transmittal |

This document relates to an exchange offer, (the Exchange Offer) made by J. C. Penney Corporation, Inc. (JCPenney). The Exchange Offer is described in the Prospectus dated , 2002 (the Prospectus) and in this Letter of Transmittal (this Letter of Transmittal). All terms and conditions contained in the Prospectus are deemed to be incorporated in and form a part of this letter of transmittal. Therefore, you are urged to read the Prospectus carefully. The terms and conditions in the Prospectus together with the terms and conditions governing this letter of transmittal and the instructions herein, are collectively referred to below as the terms and conditions).

The Exchange Offer is not being mailed to, nor will tenders be accepted from or on behalf of, holders of Outstanding 9.000% Notes in any jurisdiction in which the making or acceptance of the Exchange Offer would not be in compliance with the laws of such jurisdiction.

The undersigned hereby acknowledges receipt of the Prospectus dated , 200_ (the Prospectus) of J. C. Penney Corporation, Inc., a Delaware corporation, the Company), and this Letter of Transmittal (this Letter of Transmittal), which together constitute the Companys offer to exchange (the Exchange Offer) its registered 9.000% Notes due 2012 (the Registered Notes), the issuance of which has been registered under the Securities Act of 1933, as amended (the Securities Act), for any and all of its outstanding 9.000% Notes due 2012 (the Outstanding 9.000% Notes). For each Outstanding 9.000% Note accepted for exchange, the holder of such Outstanding 9.000% Note will receive a Registered Note having a principal amount equal to that of the surrendered Outstanding 9.000% Note. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

The form and terms of the Registered Notes will be identical in all material respects to the form and terms of the Outstanding 9.000% Notes, except that (i) the Registered Notes will bear a different CUSIP Number from the Outstanding 9.000% Notes, (ii) the issuance of the Registered Notes has been registered under the Securities Act and, therefore, the Registered Notes will not bear legends restricting the transfer thereof and (iii) holders of the Registered Notes will not be entitled to certain rights under the Registration Rights Agreement dated as of July 26, 2002 (the Registration Rights Agreement) among the Company and Salomon Smith Barney Inc., Fleet Securities, Inc. and Wachovia Securities, Inc. Holders whose Outstanding 9.000% Notes are accepted for exchange will not receive any interest accrued on the Outstanding 9.000% Notes at the time of the exchange. See This Exchange OfferInterest on the Registered Notes in the Prospectus.

This Letter of Transmittal is to be completed by a holder of Outstanding 9.000% Notes if certificates representing the Outstanding 9.000% Notes are to be forwarded herewith. Notwithstanding the foregoing, valid acceptance of the terms of the Exchange Offer may be effected by a participant in the Depository Trust Company (DTC) tendering Notes through the DTCs Automated Tender Offer Program (ATOP) where the Exchange Agent receives an Agents Message prior to the Expiration Date. Accordingly, such participant must electronically transmit its acceptance to the DTC through ATOP, and then the DTC will edit and verify the acceptance, execute a book-entry delivery to the Exchange Agents account at the DTC and send an Agents Message to the Exchange Agent for its acceptance. By tendering through ATOP, participants in the DTC will expressly acknowledge receipt of this Letter of Transmittal and agree to be bound by its terms and the Company will be able to enforce such agreement against such DTC participants.

The Company reserves the right, at any time and from time to time, to extend the Exchange Offer, in which case the term Expiration Date means the latest date and time to which the Exchange Offer is extended. In order to extend the Exchange Offer, the Company will notify the Exchange Agent thereof by oral or written notice and will issue a press release or other public announcement of such extension, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Outstanding 9.000% Notes being tendered or accepted for exchange. However, the Exchange Offer is subject to certain conditions. See This Exchange OfferConditions to this Exchange Offer; Waivers in the Prospectus.

Holders who wish to tender their Outstanding 9.000% Notes but who cannot, prior to 5:00 p.m., New York City time, on the Expiration Date (a) deliver their Outstanding 9.000% Notes, this Letter of Transmittal or any other required documents to the Exchange Agent or (b) deliver a confirmation of the book-entry tender of their Outstanding 9.000% Notes into the Exchange Agents account at DTC (a Book-Entry Confirmation) and otherwise complete the procedures for book-entry transfer, may effect a tender of Outstanding 9.000% Notes by complying with the guaranteed delivery procedures set forth in Instruction 1 attached to this Letter of Transmittal. Delivery of documents to DTC or the Company does not constitute delivery to the Exchange Agent.

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the Outstanding 9.000% Notes described in Box I (Description of Tendered Notes) (the Tendered Notes). The undersigned is the registered owner of all the Tendered Notes, and the undersigned represents that it has received from each beneficial owner of the Tendered Notes (a Beneficial Owner) a duly completed and executed form of Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal. Subject to, and effective upon, the acceptance for exchange of the Tendered Notes, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Tendered Notes.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the Tendered Notes with the full power of substitution to (i) deliver certificates for the Tendered Notes to the Company and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (ii) present the Tendered Notes for transfer on the books of the Company and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of the Tendered Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be an irrevocable power coupled with an interest.

The undersigned hereby represents and warrants that the undersigned has full power and authority to surrender, tender, sell, assign and transfer the Tendered Notes and that the Company will acquire good and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale and transfer and not subject to any adverse claim when the same are accepted by the Company. The undersigned further represents and warrants to the Company that (i) the information set forth in Box II (Beneficial Owner(s)) is correct, (ii) any Registered Notes to be received by the undersigned and any Beneficial Owner in exchange for the Tendered Notes will be acquired in the ordinary course of business and for investment purposes of the undersigned and such Beneficial Owner, (iii) neither the undersigned nor any Beneficial Owner is an affiliate of the Company within the meaning of Rule 405 under the Securities Act, and (iv) neither the undersigned nor any Beneficial Owner is engaged in and does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Registered Notes.

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Mellon Investor Services LLC 85 Challenger Road Ridgefield, NJ 07660 Attention:	(201)	(201) 296-4000