[CONFORMED COPY]

J. C. PENNEY CORPORATION, INC.

$300,000,000 5.75% Senior Notes due 2018

$700,000,000 6.375% Senior Notes due 2036

OF WHICH

J. C. PENNEY COMPANY, INC.

IS CO-OBLIGOR

UNDERWRITING AGREEMENT

April 24, 2007

LEHMAN BROTHERS INC.

Banc of America Securities LLC

J.P. MORGAN SECURITIES INC.,

As Representatives Of The Several

    Underwriters named in Schedule A attached hereto,

c/o Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

ARTICLE I. Introductory. J. C. PENNEY CORPORATION, INC., a Delaware corporation (the Company) and J. C. PENNEY COMPANY, INC., a Delaware company (the Co-Obligor), propose to issue and sell the debt securities described in Schedule B hereto (together, the Notes). The Notes will be issued under an Indenture, dated as of April 1, 1994, between the Company and U.S. Bank National Association (formerly First Trust of California, National Association), Successor Trustee to Bank of America National Trust and Savings Association (the Trustee) as amended and supplemented by that First Supplemental Indenture dated January 27, 2002 among the Company, the Co-Obligor and the Trustee and as further amended and supplemented by that Second Supplemental Indenture dated July 26, 2002 among the Company, the Co-Obligor and the Trustee, and as may be amended or supplemented from time to time (the Indenture). The several Underwriters set forth in Schedule A are hereinafter referred to as Notes Underwriters.

ARTICLE II. Representations and Warranties of the Company. The Company and the Co-Obligor jointly and severally represent and warrant to, and agree with the several Notes Underwriters that:

Section 2.01. An automatic shelf registration statement (as defined in Rule 405 under the Securities Act of 1933, as amended (Securities Act)) on Form S-3 covering the Notes (i) has been prepared by the Company and the Co-Obligor in conformity with the requirements of the Securities Act and the rules and regulations (the Rules and Regulations) of the Securities and Exchange Commission (the Commission)

thereunder; (ii) has been filed with the Commission under the Securities Act not earlier than the date that is three years prior to the Closing Date (as defined in Article III hereof); and (iii) is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company and the Co-Obligor to the Representatives. As used in this Agreement:

Applicable Time means 5:00 p.m. (New York City time) on the date of this Agreement;

Effective Date means any date as of which any part of the Registration Statement or any post-effective amendment thereto relating to the Notes became, or is deemed to have become, effective under the Securities Act in accordance with the Rules and Regulations (including pursuant to Rule 430B of the Rules and Regulations);

Final Term Sheet means the term sheet prepared pursuant to Section 4.01 of the Agreement and substantially in the form attached hereto as Schedule B.

Issuer Free Writing Prospectus means each free writing prospectus (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company and the Co-Obligor or used or referred to by the Company and the Co-Obligor in connection with the offering of the Notes, including the Final Term Sheet;

Preliminary Prospectus means any preliminary prospectus relating to the Notes included in the Registration Statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, including any preliminary prospectus supplement thereto relating to the Notes;

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