Exhibit 10.1

NOTICE OF RESTRICTED STOCK UNIT AWARD

Name: ------------------------

You will be eligible to be credited with a quarterly distribution of an amount equivalent to the dividend declared on Common Stock on the restricted stock units until such time as the units are converted to shares of Common Stock. Any such dividends shall be converted into a number of additional restricted stock units equal to the aggregate dividend which would have been paid with respect to the number of restricted stock units then credited to you under this grant divided by the closing price of the Company Stock on the New York Stock Exchange on the day on which such dividends are paid. Any such additional restricted stock units shall vest immediately and be treated in the same manner as the original restricted stock units.

Exhibit 10.2

JCPENNEY COMPANY, INC. 2001 EQUITY COMPENSATION PLAN
NOTICE OF RESTRICTED STOCK AWARD

Name:

The Company maintains the J. C. Penney Company, Inc. 2001 Equity Compensation Plan ("Plan"), under which the Human Resources and Compensation Committee of the Board of Directors ("Committee") may, among other things, grant stock awards covering shares of the Company's Common Stock of 50(cent) par value of J. C. Penney, Company Inc. to associates of the Company or a subsidiary as the Committee may determine subject to terms, conditions, or restrictions relating to such awards as it may deem appropriate.

        Scheduled Vesting Dates                   No. of Shares Vesting
---------------------------------------- --------------------------------------
---------------------------------------- --------------------------------------

You will be eligible to receive dividends and have voting rights on the restricted shares during the vesting period. Once the restricted stock award vests, there is no further retention period associated with the vested shares.

The stock certificates evidencing the stock award have been registered on the Company's books in your name as of the award date. Physical possession or custody of such stock certificates shall be retained by the Company until such time as the award vests according to the above schedule.

J. C. PENNEY COMPANY, INC. 2001 EQUITY COMPENSATION PLAN
NOTICE OF RESTRICTED STOCK AWARD

Name:
SSN:

This restricted stock award does not constitute an employment contract. It does not guarantee employment for the length of the vesting period or for any portion

Exhibit 10.3

J. C. Penney Company, Inc. Notice of Grant of Stock Option(s) 2005 Annual Grant of Stock Options 2001 Equity
Compensation Plan

Name                                                 Date of Grant     Option Price Per Share
                                                                             $ 00.00

Employee ID                     Unit Number               Area of Responsibility / District Number
  0000000000                                                                 000000

                                                            Number of NSO Shares Granted
                                                                           0,000

This Notice of Non-Qualified (also known as "Non-Statutory") Stock Option ("NSO") gives you the right to purchase the total number of shares of Common Stock of 50 cent par value ("Common Stock") of J. C. Penney Company, Inc. ("Company") at the price per share as shown above. This option is subject to all the terms, rules, and conditions of the J. C. Penney Company, Inc. 2001 Equity Compensation Plan ("Plan"). Capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Plan. The option price and number of shares will be adjusted as provided in the Plan in the event of a stock dividend, stock split, recapitalization, merger, consolidation, combination or exchange of shares, spinoff, distribution to holders of Common Stock other than cash dividends, or the like.

When an option exercise instruction is given in conjunction with a sell order for the underlying stock that is a Sell-to-Cover Order, a Cashless Exercise Order, a Limit Order or a Good-till Cancelled Order, the effective exercise date shall be the date on which such sale order is executed. For a Cash Payment (Exercise and Hold) transaction, the effective exercise date will be the date the requisite funds are received by the Company at its home office in Plano, Texas, or such other location as the Company may designate, or by a third party duly designated by the Company at the offices of such third party. For a Stock Payment transaction, the effective exercise date will be the date the properly completed option exercise form and any necessary accompanying documents and payment are received by the Company at its home office in Plano, Texas, or such other location as the Company may designate, or by a third party duly designated by the Company at the offices of such third party. Exercise instructions received after the close of the New York Stock Exchange ("NYSE") for the day shall be deemed received as of the opening of the next Business Day (a "Business Day" being any day on which the NYSE is open and operating). An effective exercise date shall never mean a non-Business Day. If any "effective exercise date," as defined above, falls on a day Common Stock is not traded on the NYSE, all transactions will be postponed until the next trading day, and the effective exercise date will be deemed to be the next trading date, unless such day is after the Normal Expiration Date (as defined below), in which case the option will expire. Options can only be exercised through your Company designated brokerage account which must be activated by you prior to your exercising any option.

This option may be assigned or transferred by will or the laws of descent and distribution. No Stock Option will be exercisable except by you or (a) upon your incapacity, by your guardian or legal representative, or (b) upon your death, by the beneficiary you have designated on the JCPenney Beneficiary Designation form or in the absence of such beneficiary, your legal representative (collectively, "Legal Transferees").

                Normal Vesting Dates                     Percent of this Option Grant that will vest
----------------------------------------------------- ---------------------------------------------------
----------------------------------------------------- ---------------------------------------------------
                                                                           33-1/3%
----------------------------------------------------- ---------------------------------------------------
----------------------------------------------------- ---------------------------------------------------
                                                                           33-1/3%
----------------------------------------------------- ---------------------------------------------------
----------------------------------------------------- ---------------------------------------------------
                                                                           33-1/3%
----------------------------------------------------- ---------------------------------------------------

This option will be 100% vested on -------------------.

However, this option becomes immediately exercisable, without regard to these dates, upon a "Change of Control" (as defined in the Plan) of the Company, and this option becomes immediately exercisable, without regard to these dates, in the event of your employment termination due to retirement, death, disability, or reduction in force/unit closing as described below.

While you are employed by the Company, subsidiary, or other entity affiliated with the Company, you may exercise vested options any time on or after the Normal Vesting Dates until the option Expiration Date of ------ ("Normal Expiration Date"). This option can be exercised by:

o Cash Payment Method (Exercise and Hold)
o Stock Payment Method
o Cashless Method
o Sell To Cover Method

In all cases, the option exercise period following termination of employment cannot extend beyond the applicable date described below or the Normal Expiration Date, whichever comes first.

1) Retirement or Disability: If your employment terminates due to your:

o Retirement at age 60 or more,
o Retirement between ages 55 and 59 with at least 15 years of service, or
o Disability,

before all Normal Vesting Dates have been reached, this option will become immediately 100% exercisable on such employment termination. This option may be exercised for a period of five years after such employment termination or until the option's Normal Expiration Date, whichever comes first.

If your employment terminates due to any of the three circumstances listed above on or after all Normal Vesting Dates have been reached, this option may be exercised for a period of five years after employment termination or until the option's Normal Expiration Date, whichever comes first.

2) Reduction in Force or Unit Closing - If your employment terminates due to a reduction in force or unit closing before all Normal Vesting Dates have been reached, this option will become immediately exercisable on such employment termination. This option may be exercised for a period of three years after such employment termination or until the option's Normal Expiration Date, whichever comes first.

If your employment terminates due to a reduction in force or unit closing on or after all Normal Vesting Dates have been reached, this option may be exercised for a period of three years after employment termination or until the option's Normal Expiration Date, whichever comes first.

3) Resignation, Discretionary Dismissal or Resignation in Lieu of Discretionary Dismissal (excluding Reduction In Force or Unit Closing): If your employment terminates due to your resignation, discretionary dismissal or resignation in lieu of a discretionary dismissal, then this option will expire as of the date of your employment separation

4) Death: If your employment terminates due to your death before all Normal Vesting Dates have been reached, this option will become immediately 100% exercisable on such employment termination. Such exercise must be made by your Legal Transferee, and must be made within two years after your date of death; provided, however, that in no event may such exercise be made after the Normal Expiration Date.

If you die on or after all Normal Vesting Dates have been reached and: a) while employed by the Company; b) during the five-year post-termination exercise period described above for termination due to retirement or disability; or c) during the three-year post-termination exercise period described above for termination due to reduction in force, your Legal Transferee may exercise this option for a period of two years following your date of death. However, in no event can the exercise period after death extend beyond the option's Normal Expiration Date. In most cases, special documentation will be required to exercise an option after your death.

5) Summary Dismissal or Resignation in Lieu of Summary Dismissal: If you are given a Summary Dismissal, or allowed to resign in lieu of a Summary Dismissal, then this option will expire as of the date of your employment separation.

This stock option grant does not constitute an employment contract. It does not guarantee employment for the length of the vesting period or for any portion

Exhibit 10.4

To: Kathi S. Child
Human Resources
J. C. Penney Company, Inc.
P. O. Box 10001
Dallas, TX 75301-8211

Re: Directors' Compensation

Pursuant to the terms of the 2001 J. C. Penney Company Equity Compensation Plan, I hereby elect as a Director of J. C. Penney Company, Inc. ("Company") to receive in shares of J. C. Penney Company, Inc. Common Stock ("Common Stock") _______% of my annual retainer and, if applicable,_______% of my annual Committee Chairperson Retainer and _______% of my annual Representative under Indemnification Trust Retainer.

I understand the terms of this election will be as follows:

o The standard annual election date is June 1.

o The payment in stock will be made in one annual installment covering the period June 1 through May 31.

o The election will automatically renew unless, prior to the end of the twelve-month period, I notify the Company in writing that the election is being terminated.

o The shares issued will be based on the fair market value of Common Stock on June 1. The fair market value will be the mean of the high and low sales prices on such date as reported in the composite transaction table covering transactions of New York Stock Exchange listed securities, or if such Exchange is closed, or if the Common Stock does not trade on such date, by averaging the mean of the high and low sales prices on the trading dates immediately before and immediately after such date.

o All Common Stock issued in payment of Directors' compensation will be automatically vested (non-forfeitable) on the date of issue.

o A check will be issued for fractional shares.

I also understand that the retainer is subject to Federal Income Tax and Social Security Self-Employment Tax as described in the Compensation section of the Directors' Compensation and Benefits book. Further, I understand that the fair market value of these shares, as determined above, will be reported to the Internal Revenue Service on a Form 1099, as if this compensation had been received in cash.

The issuance of stock made pursuant to this election must be reported to the Securities and Exchange Commission on a Form 4 which must be filed by the end of the second business day following the transaction. Any subsequent sale by you of stock received pursuant to this election should be pre-cleared with the Legal Department (Jeff Vawrinek, 972/431-1287; Ralph Richardson, 972/431-1288) or Grant Hurst, 972/431-1211); depending on the number of shares to be sold, it may be necessary to file a Form 144 notice of sale with the SEC prior to the sale. The sale must also be reported on Form 4, which is due by the end of the second business day following the transaction. All stock received in lieu of cash will be beneficially owned by you, and will be reflected in the stock ownership table in the Company's Proxy Statement.

Exhibit 10.5

J. C. PENNEY COMPANY, INC. 2001 EQUITY COMPENSATION PLAN

NOTICE OF RESTRICTED STOCK AWARD
-- ---- NON-ASSOCIATE DIRECTOR ANNUAL GRANT --

Date of Grant

The attached Plan Prospectus for the 2001 Equity Compensation Plan, approved by stockholders on May 18, 2001contains all of the terms and provisions of the above restricted stock grant. The shares awarded may not be sold, assigned, pledged or otherwise encumbered or disposed of prior to the Director's separation from Board service. If a Director's separation from Board service is for any reason other than a Qualified Termination as defined in the Plan, the restricted stock award will be forfeited or canceled.

To:   Director of Human Resources       United Parcel Service:             Director of Human Resources
         J.C.Penney Co., Inc.                                              J.C.Penney Co., Inc.
         P. O. Box 10001                                                   6501 Legacy Drive
         Dallas, TX  75301-8219                                            Plano, TX  75024-3698

RE: Notice of Election to Defer under the J. C. Penney Company, Inc. Deferred Compensation Plan for Directors ("Plan")

Intention to Defer
Pursuant to the terms of the Plan, a copy of which I have received, I hereby elect as a director of J. C. Penney Company, Inc. to defer receipt of _____%* of my annual retainer, _____%* of my meeting fees, and _____%* of any other fees or compensation payable to me for services to be rendered to the Company ("Fees"). I understand that such an election to defer shall take effect on the first day of the month following the month in which you receive this notice and shall continue in effect until the last day of the month during which you shall have received from me written notice of (1) my termination of such election to defer, or (2) my change in the amount of my Fees to be deferred.

Factor for Deferral Account
In accordance with the provisions of Section 4 of the Plan, I hereby elect that the balance in my plan Account shall be determined by reference to the following Factor (select one):

/___/ The average interest rate payable under the JCPenney Company, Inc. 1995 Deferred Compensation Plan (currently the Moody's Single A Corporate Bond Yield).

/___/ The rate payable for one-year Treasury Notes.

/___/ The rate under the Interest Income Account of the J. C.
Penney Company, Inc. Savings, Profit-Sharing and Stock Ownership Plan.

/___/ Units measured by the value of a share of Company Stock.

NOTE: If you elect this last Factor, you should be aware that under the most recent rules adopted by the Securities and Exchange Commission, contributions to your account in this manner will be considered an exempt "purchase" under Section 16 of the Securities Exchange Act of 1934. This purchase will be reportable on a Form 5, but it will not be "matched" against other nonexempt sales you might wish to make. Your switches into or out of this Factor will be exempt, so long as any "opposite way" switches (i.e., transfers in followed by transfers out, or vice versa) are at least six months apart.

This election of a Factor for valuing the balance in my Plan Account shall continue in effect until the last day of the calendar quarter during which you shall have received written notice from me of my election of a different Factor.

Payment of Deferred Compensation
I understand that all deferred Fees shall be paid to me in 10 annual installments, unless the Plan Committee, with my consent, reduces the number of such installments, as provided in Section 5 of the Plan. I hereby elect that the first installment, shall be paid on the first business day of _____________** ("Deferred Payment Date") and that subsequent installments shall be paid on the first business day of each succeeding calendar year until paid in full. I also understand that my election of a Deferred Payment Date is irrevocable, except as provided in Section 6 of the Plan (Death or Hardship).

* Specify percentage.

**Specify a year. The year specified shall not be later than the fifth calendar year following the year in which you shall not be eligible for election or re-election as a Director under the Bylaws of the Company (the year in which you reach age 70).

To:   Director of Human Resources       United Parcel Service:             Director of Human Resources
         J.C.Penney Co., Inc.                                              J.C.Penney Co., Inc.
         P. O. Box 10001                                                   6501 Legacy Drive
         Dallas, TX  75301-8219                                            Plano, TX  75024-3698

RE: Notice of Change in the Amount of Fees deferred under the J. C. Penney Company, Inc. Deferred Compensation Plan for Directors ("Plan")

Pursuant to the terms of the Plan, I hereby elect to make a change in my election of the amount of fees deferred.

I hereby elect to defer receipt of _____%* of my annual retainer, _____%* of my meeting fees, and _____%* of any other fees or compensation payable to me for services to be rendered to the Company ("Fees").

I understand that such changes in my election of the amount of Fees deferred shall take effect on the first day of the month following the month in which you receive this notice and shall continue in effect until the last day of the month during which you shall have received from me written notice of (1) my termination of my election to defer, or (2) my further change in the amount of Fees to be deferred. I further understand that in all other respects my election to defer remains unchanged.

* Specify percentage.

To:   Director of Human Resources       United Parcel Service:             Director of Human Resources
         J.C.Penney Co., Inc.                                              J.C.Penney Co., Inc.
         P. O. Box 10001                                                   6501 Legacy Drive
         Dallas, TX  75301-8219                                            Plano, TX  75024-3698

RE: Notice of Change of Election of Factor under the J. C. Penney Company, Inc. Deferred Compensation Plan for Directors ("Plan")

Pursuant to the terms of the Plan, I hereby change my election of the Factor under my Plan Account to (select one):

/___/ The average interest rate payable under the J. C. Penney Company, Inc. 1995 Deferred Compensation Plan (currently Moody's Single A Corporate Bond Yield).

/___/ The rate payable for one-year Treasury Notes.

/___/ The rate under the Interest Income Account of the J. C. Penney Company, Inc. Savings, Profit-Sharing and Stock Ownership Plan.

/___/ Units measured by the value of a share of Company Stock.

NOTE: If you elect this last Factor, you should be aware that under the most recent rules adopted by the Securities and Exchange Commission, contributions to your account in this manner will be considered an exempt "purchase" under Section 16 of the Securities Exchange Act of 1934. This purchase will be reportable on a Form 5, but it will not be "matched" against other nonexempt sales you might wish to make. Your switches into or out of this Factor will be exempt, so long as any "opposite way" switches (i.e., transfers in followed by transfers out, or vice versa) are at least six months apart.

I understand that this change of election of a Factor under my Plan Account shall take effect on the first day of the calendar quarter following the quarter in which you receive this notice and shall continue in effect until the last day of the quarter during which you shall have received from me written notice of my election to further change such Factor. I further understand that in all other respects my election to defer remains unchanged.

_______________________                                 ____________________
(Signature)                                                     Date

                                                                    Exhibit 10.9

To:   Director of Human Resources       United Parcel Service:             Director of Human Resources
         J.C.Penney Co., Inc.                                              J.C.Penney Co., Inc.
         P. O. Box 10001                                                   6501 Legacy Drive
         Dallas, TX  75301-8219                                            Plano, TX  75024-3698

RE: Notice of Termination of Election to Defer under the J.C.Penney Company, Inc. Deferred Compensation Plan for Directors ("Plan")

Pursuant to the terms of the Plan, I hereby terminate my election to defer my Annual Retainer and Fees under the Plan.

I understand that this termination of election to defer shall take effect on the first day of the month following your receipt of this notice.