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                                                                    EXHIBIT 4(r)



                           J. C. PENNEY COMPANY, INC.

                                      AND

                         J. C. PENNEY CORPORATION, INC.

                                      AND

                              JPMORGAN CHASE BANK,
                                         as Trustee

                              --------------------

                          FIRST SUPPLEMENTAL INDENTURE

                          Dated as of January 27, 2002

                                       TO

                                   INDENTURE

                             Dated as of May 1, 1981

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                          FIRST SUPPLEMENTAL INDENTURE
                          ----------------------------

     First Supplemental Indenture dated as of January 27, 2002, among J. C.
Penney Company, Inc., a Delaware corporation (hereinafter called "Co-Obligor"),
J. C. Penney Corporation, Inc., a wholly-owned subsidiary of the Co-Obligor
(formerly known as J. C. Penney Company Inc. and hereinafter called the
"Company") and JPMorgan Chase Bank (formerly known as Chemical Bank), a New York
banking corporation, as Trustee (hereinafter called the "Trustee").

                            RECITALS OF THE COMPANY

     The Company and the Trustee have heretofore executed an Indenture dated as
of May 1, 1981 (hereinafter called the "Original Indenture"), providing for the
issuance of Debentures of the Company in accordance with its terms.

     JCP Merger Sub, Inc., a wholly-owned subsidiary of the Co-Obligor has been
merged with and into the Company (the "Merger") and, as a result of the Merger,
the Company has become a wholly-owned subsidiary of Co-Obligor.

     Co-Obligor has agreed to become a co-obligor with respect to the Debentures
issued under the Original Indenture.

     Section 9.01 of the Original Indenture provides, among other things, that
the Company and the Trustee may enter into indentures supplemental to the
Original Indenture for, among other things, making any provisions with respect
to matters arising under the Original Indenture which shall not be inconsistent
with the provisions of the Original Indenture, provided that such action shall
not adversely affect the interest of the Holders of the Debentures.

     All things necessary to make this Supplemental Indenture a valid agreement
of the Company, in accordance with the terms of the Original Indenture, have
been done.

     NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

     That in order to make provision for Co-Obligor to become a co-obligor with
the Company on the Debentures issued under the Original Indenture, Co-Obligor
and the Company in consideration of the Trustee entering into this Supplemental
Indenture, covenant and agree with the Trustee as follows:

     Section 1. Co-Obligor Status.
     ---------  -----------------

     Co-Obligor hereby expressly agrees to become a co-obligor of the
Debentures liable for the due and punctual payment of the principal of, and
interest on all the Debentures.

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     Section 2. Joint and Several Liability.
     ---------  ---------------------------

     Co-Obligor and the Company, as co-obligors, shall be jointly and severally
liable for the due and punctual payment of the principal of, and interest on all
Debentures.

     Section 3. No Release of Company.
     ---------  ---------------------

     Notwithstanding the agreement of the Co-Obligor to become liable for the
due and punctual payment of the principal of, and interest on all the Debentures
issued under and subject to the Indenture, the Company remains fully liable for
all of its obligations under the Indenture and has not been released from any
liabilities or obligations thereunder.

     Section 4. General.
     ---------  -------

     This Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Original Indenture, and, as provided in the
Original Indenture, this Supplemental Indenture forms a part thereof.

     All terms used in this Supplemental Indenture which are defined in the
Original Indenture shall have the meanings assigned to them in the Original
Indenture except as otherwise provided in this Supplemental Indenture.

     The recitals contained herein shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.

     All covenants and agreements in this Supplemental Indenture by Co-Obligor
and the Company shall bind their successors and assigns, whether so expressed or
not.

     This Supplemental Indenture shall be construed in accordance with and
governed by the laws of the State of New York.

     This Supplemental Indenture may be executed in any number of counterparts,
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.

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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                               J. C. Penney Company, Inc.,
                                               as Co-Obligor

                                               By:/s/ Robert B. Cavanaugh
                                                  -----------------------------

Attest:/s/ C. R. Lotter
       -------------------------
        Secretary

                                               J. C. Penney Corporation, Inc.,
                                               as the Company

                                               By:/s/ Robert B. Cavanaugh
                                                  -----------------------------

Attest:/s/ Jeffrey J. Vawrinek
       -------------------------
        Assistant Secretary

                                               JPMorgan Chase Bank,
                                               as Trustee

                                               By:/s/ N. Rodriquez
                                                  -----------------------------

Attest:/s/ Diane Darconte
       -------------------------
        Authorized Officer

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