<PAGE>
 
                                                                    Exhibit 4(F)

                                                                  CONFORMED COPY


================================================================================



                           J. C. PENNEY COMPANY, INC.
                        J. C. PENNEY FUNDING CORPORATION


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


                AMENDED AND RESTATED 364-DAY REVOLVING CREDIT 
                                   AGREEMENT

                         dated as of November 20, 1998


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



                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                                   as Agent,

          CITIBANK, N.A., NATIONSBANC MONTGOMERY SECURITIES LLC and 
                           THE CHASE MANHATTAN BANK,
                           as Co-Syndication Agents,

           CREDIT SUISSE FIRST BOSTON and FIRST UNION NATIONAL BANK,
                               as Managing Agents


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



                          J.P. MORGAN SECURITIES INC.,
                                 Lead Arranger



================================================================================
<PAGE>
 
                AMENDED AND RESTATED 364-DAY REVOLVING CREDIT 
                                   AGREEMENT



     AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT dated as of
November 20, 1998 among J. C. PENNEY COMPANY, INC. and J. C. PENNEY FUNDING
CORPORATION (the "Borrowers"), the LENDERS listed on the signature pages hereof
(the "Lenders"), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the
"Agent"), and CITIBANK, N.A., NATIONSBANC MONTGOMERY SECURITIES LLC and THE
CHASE MANHATTAN BANK, as Co-Syndication Agents (the "Co-Syndication Agents"),
and CREDIT SUISSE FIRST BOSTON and FIRST UNION NATIONAL BANK, as Managing Agents
(the "Managing Agents").



                             W I T N E S S E T H :



     WHEREAS, certain of the parties hereto have heretofore entered into a 
364-Day Revolving Credit Agreement dated as of December 16, 1993, as amended and
restated as of December 7, 1994, as amended as of December 6, 1995, as amended
and restated as of December 3, 1996, and as amended and restated as of 
November 21, 1997 (the "Agreement");

     WHEREAS, at the date hereof, there are no Loans outstanding under the
Agreement; and

     WHEREAS, the parties hereto desire to amend such Agreement as set forth
herein and to restate the Agreement in its entirety to read as set forth in the
Agreement with the amendments specified below;

     NOW, THEREFORE, the parties hereto agree as follows:
<PAGE>
 
     SECTION 1.  Definitions; References.  Unless otherwise specifically defined
herein, each term used herein which is defined in the Agreement shall have the
meaning assigned to such term in the Agreement.  Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall from and after the date hereof refer to the Agreement as amended
and restated hereby.

     SECTION 2.  Extension of Maturity Date.   (a) The definition of "Maturity
Date" in Section 1.01 of the Agreement is amended to read in its entirety as
follows:

     "Maturity Date" shall mean November 19, 1999.

     (b)  The date "November 20, 1998" in Section 2.11(d) of the Agreement is
changed to "November 19, 1999".

     SECTION 3.  Financial Statements.  (a) Each reference to "January 25, 1997"
in Sections 3.05 and 3.06 of the Agreement is changed to "January 31, 1998".

     (b)  The date "July 26, 1997" in Section 3.05 of the Agreement is changed
to "August 1, 1998".

     SECTION 4.  The Agent.  The last sentence of Article VIII of the Agreement
is amended to read in its entirety as follows:

     No Co-Syndication Agent, Managing Agent or Co-Agent shall have any duties
or responsibilities hereunder in its capacity as such.

     SECTION 5.  Confirmation of Guaranty.  J. C. Penney Company, Inc. confirms
that its subordinated Guaranty of the obligations of J. C. Penney Funding
Corporation dated as of December 3, 1996, shall apply to the obligations of J.
C. Penney Funding Corporation under the Agreement as amended and restated
hereby.

     SECTION 6.  Changes in Commitments.  With effect from and including the
date this Amendment and Restatement becomes effective in accordance with 
Section 9 hereof, (i) each Person listed on the signature pages hereof which is
not a party to the Agreement shall become a Lender party to the Agreement, (ii)
the Commitment of each Lender shall be the amount set forth

                                       2
<PAGE>
 
opposite the name of such Lender on the Commitment Schedule annexed hereto and
(iii) Schedule 2.01 to the Agreement shall be amended to read as set forth in
Part I of said Commitment Schedule. Any Lender whose Commitment is changed to
zero shall upon such effectiveness cease to be a Lender party to the Agreement,
and all accrued fees and other amounts payable under the Agreement for the
account of such Lender shall be due and payable on such date; provided that,
subject to Section 2.20, the provisions of Sections 2.13, 2.15, 2.19 and 9.05 of
the Agreement shall continue to inure to the benefit of each such Lender.

     SECTION 7.  Pricing Schedule.  Exhibit D to the Agreement is amended to
read in its entirety as set forth in Exhibit A hereto.

     SECTION 8.  Governing Law.  This Amendment and Restatement shall be
governed by and construed in accordance with the laws of the State of New York.

     SECTION 9.  Counterparts; Conditions to Effectiveness.  This Amendment and
Restatement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.  This Amendment and Restatement shall become effective
as of the date hereof when the Agent shall have received:

     (a)  duly executed counterparts hereof signed by the Borrowers and all of
the Lenders (or, in the case of any party as to which an executed counterpart
shall not have been received, the Agent shall have received telegraphic, telex
or other written confirmation from such party of execution of a counterpart
hereof by such party);

     (b)  an opinion of Charles R. Lotter, General Counsel for the Borrowers,
dated the date hereof and addressed to the Lenders, to the effect set forth in
Exhibit B hereto, and the Borrowers hereby instruct such counsel to deliver such
opinion to the Agent;

     (c)  a certificate from a Responsible Officer of each Borrower, dated the
date hereof, and certifying that the representations and warranties set forth in
Article III of the Agreement shall be true and correct in all material respects
on and as of the date hereof with the same effect as though made on and as of
such date, except to the extent such representations and warranties expressly
relate to an earlier date;

                                       3
<PAGE>
 
     (d)  a certificate from a Responsible Officer of each Borrower, dated the
date hereof, and certifying that on such date, no Event of Default or Default
shall have occurred and be continuing;

     (e)  for its own account all fees due and payable to it and in such amounts
as have been previously agreed upon in writing between the Borrowers and the
Agent in connection with this Amendment and Restatement; and

     (f)  (i) a certificate of the Secretary or Assistant Secretary of each
Borrower, dated the date hereof and certifying (A) that attached thereto is a
true and complete copy of resolutions duly adopted by the Board of Directors of
such Borrower authorizing the execution, delivery and performance of the
Agreement as hereby amended and restated and the borrowings thereunder, and that
such resolutions have not been modified, rescinded or amended and are in full
force and effect, and (B) as to the incumbency and specimen signature of each
officer executing this Amendment and Restatement or any other document delivered
in connection herewith on behalf of such Borrower and (ii) a certificate of
another officer of each Borrower as to the incumbency and specimen signature of
the Secretary or Assistant Secretary executing the certificate pursuant to 
(i) above.

                                       4
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Restatement to be duly executed as of the date first above written.



                                  J. C. PENNEY COMPANY, INC.


                                  By /s/ Robert B. Cavanaugh
                                     -------------------------------------------
                                         Title: Vice President and Treasurer



                                  J. C. PENNEY FUNDING CORPORATION
 

                                  By /s/ Stephen F. Walsh
                                     -------------------------------------------
                                         Title: President



                                  MORGAN GUARANTY TRUST COMPANY
                                      OF NEW YORK, as Lender and as Agent


                                  By /s/ Maria H. Dell'Aquila
                                     -------------------------------------------
                                         Title: Vice President
<PAGE>
 
                                  THE CHASE MANHATTAN BANK, as Lender
                                      and as Co-Syndication Agent


                                  By /s/ Barry R. Bergman
                                     -------------------------------------------
                                         Title: Vice President



                                  CITIBANK, N.A., as Lender and as 
                                      Co-Syndication Agent


                                  By /s/ Robert A. Snell
                                     -------------------------------------------
                                         Title: As Attorney in Fact



                                  NATIONSBANC MONTGOMERY SECURITIES LLC, as 
                                      Co-Syndication Agent


                                  By /s/ Gary Kahn
                                     -------------------------------------------
                                         Title: Managing Director

 

                                  NATIONSBANK N.A., as Lender


                                  By /s/ Kimberley A. Knop
                                     -------------------------------------------
                                         Title: Vice President
<PAGE>
 
                                  CREDIT SUISSE FIRST BOSTON, as Lender and as
                                      Managing Agent


                                  By /s/ Thomas G. Muoio
                                     -------------------------------------------
                                         Title: Vice President


                                  By /s/ J. Scott Karro
                                     -------------------------------------------
                                         Title: Associate



                                  FIRST UNION NATIONAL BANK, as Lender
                                      and as Managing Agent


                                  By /s/ Rodger Levenson
                                     -------------------------------------------
                                         Title: Senior Vice President



                                  BANKERS TRUST COMPANY, as Lender and
                                      as Co-Agent


                                  By /s/ Anthony LoGrippo
                                     -------------------------------------------
                                         Title: Vice President



                                  THE FIRST NATIONAL BANK OF CHICAGO,
                                      as Lender and as Co-Agent


                                  By /s/ Vincent R. Henchek
                                     -------------------------------------------
                                         Title: Vice President
<PAGE>
 
                                  FLEET NATIONAL BANK, as Lender and as
                                      Co-Agent


                                  By /s/ Thomas J. Bullard
                                     -------------------------------------------
                                         Title: Vice President



                                  PNC BANK, NATIONAL ASSOCIATION, as
                                      Lender and as Co-Agent


                                  By /s/ Mark T. Kennedy
                                     -------------------------------------------
                                         Title: Vice President



                                  WACHOVIA BANK, N.A., as Lender and as
                                      Co-Agent


                                  By /s/ Paige D. Mesaros
                                     -------------------------------------------
                                         Title: Vice President



                                  WELLS FARGO BANK N.A., as Lender and
                                      as Co-Agent
 
 
                                  By /s/ Edith R. Lim
                                     -------------------------------------------
                                         Title: Vice President
<PAGE>
 
                                  By /s/ Mark Haberecht
                                     -------------------------------------------
                                         Title: Assistant Vice President



                                  THE BANK OF TOKYO-MITSUBISHI,  LTD., as
                                      Lender and as Co-Agent


                                  By /s/ John M. Mearns
                                     -------------------------------------------
                                         Title: Vice President and Manager



                                  THE BANK OF NEW YORK


                                  By /s/ Charlotte Sohn
                                     -------------------------------------------
                                         Title: Vice President



                                  BANKBOSTON, N.A.
 
 
                                  By /s/ Judith C.E. Kelly
                                     -------------------------------------------
                                         Title: Vice President



                                  MARINE MIDLAND BANK


                                  By /s/ Robert Corder, #9428
                                     -------------------------------------------
                                         Title: Authorized Signatory



                                  MELLON BANK, N.A.


                                  By /s/ Richard J. Schaich
                                     -------------------------------------------
                                         Title: Assistant Vice President
<PAGE>
 
                                  SUNTRUST BANK, ATLANTA


                                  By /s/ Todd C. Davis
                                     -------------------------------------------
                                         Title: Assistant Vice President


                                  By /s/ Deborah S. Armstrong
                                     -------------------------------------------
                                         Title: First Vice President



                                  BANK OF HAWAII

 
                                  By /s/ Brenda K. Testerman
                                     -------------------------------------------
                                         Title: Vice President



                                  FIRST AMERICAN NATIONAL BANK

 
                                  By /s/ Stephen Arnold
                                     -------------------------------------------
                                         Title: Assistant Vice President



                                  FIRSTAR BANK MILWAUKEE, N.A.


                                  By /s/ Desiree K. Dujmic
                                     -------------------------------------------
                                         Title: Commercial Banking Officer
<PAGE>
 
                                  KEYBANK NATIONAL ASSOCIATION

 
                                  By /s/ Frank J. Jancar
                                     -------------------------------------------
                                         Title: Vice President



                                  THE NORTHERN TRUST COMPANY


                                  By /s/ John E. Burda
                                     -------------------------------------------
                                         Title: Second Vice President



                                  ROYAL BANK OF CANADA


                                  By /s/ Karen T. Hull
                                     -------------------------------------------
                                         Title: Retail Group Manager



                                  STATE STREET BANK AND TRUST COMPANY


                                  By /s/ Johnny Ip
                                     -------------------------------------------
                                         Title: Vice President



                                  CRESTAR BANK


                                  By /s/ James P. Duval, Jr.
                                     -------------------------------------------
                                         Title: Vice President
<PAGE>
 
                                  BARCLAYS BANK PLC


                                  By /s/ Marlene Wechselblatt
                                     -------------------------------------------
                                         Title: Vice President



                                  HIBERNIA NATIONAL BANK


                                  By /s/ Angela Bentley
                                     -------------------------------------------
                                         Title: Portfolio Manager

 
                                  By /s/ Katherine Gonzalez by Angela Bentley
                                     -------------------------------------------
                                         Title: Relationship Manager



                                  NATIONAL CITY BANK


                                  By /s/ George M. Gevas
                                     -------------------------------------------
                                         Title: Vice President



                                  UMB BANK, n.a.
 

                                  By /s/ David A. Proffitt
                                     -------------------------------------------
                                         Title: Senior Vice President
<PAGE>
 
                                  U.S. BANK NATIONAL ASSOCIATION


                                  By /s/ David A. Draxler
                                     -------------------------------------------
                                         Title: Vice President



                                  FIRST SECURITY BANK, N.A.


                                  By /s/ Judy Callister
                                     -------------------------------------------
                                         Title: Vice President
<PAGE>
 
                               DEPARTING LENDERS
                               -----------------


                                  CREDIT AGRICOLE INDOSUEZ


                                  By /s/ Katherine L. Abbott
                                     -------------------------------------------
                                         Title: First Vice President

 
                                  By /s/ W. Leroy Startz
                                     -------------------------------------------
                                         Title: First Vice President



                                  THE FUJI BANK, LTD. HOUSTON AGENCY


                                  By /s/ Kazuyuki Nishimura
                                     -------------------------------------------
                                         Title: Senior Vice President



                                  ISTITUTO BANCARIO SAN PAOLO DI TORINO 
                                      INSTITUTO MOBILIARE ITALIANO SPA
 

                                  By /s/ Robert Wurster
                                     -------------------------------------------
                                         Title: First Vice President


                                  By /s/ Glen Binder
                                     -------------------------------------------
                                         Title: Vice President
<PAGE>
 
                                  NATIONAL AUSTRALIA BANK LIMITED
                                      A.C.N. 004044937
 

                                  By /s/ Frank J. Campiglia
                                     -------------------------------------------
                                         Title: Vice President
 


                                  NORWEST BANK MINNESOTA, N.A.


                                  By /s/ Mary D. Falck
                                     -------------------------------------------
                                         Title: Vice President



                                  THE YASUDA TRUST AND BANKING CO., LTD., 
                                      NEW YORK BRANCH


                                  By /s/ Junichiro Kawamura
                                     -------------------------------------------
                                         Title: Vice President
<PAGE>
 
                              COMMITMENT SCHEDULE

                            I.  Continuing Lenders

Name of Lender and Applicable Lending Office                         Commitment


Morgan Guaranty Trust Company of New York                            $90,000,000

The Chase Manhattan Bank                                             $85,000,000

Citibank, N.A.                                                       $85,000,000

NationsBank N.A.                                                     $85,000,000

Credit Suisse First Boston                                           $80,000,000

First Union National Bank                                            $80,000,000

Bankers Trust Company                                                $72,500,000

The First National Bank of Chicago                                   $60,000,000

Fleet National Bank                                                  $60,000,000

PNC Bank, National Association                                       $60,000,000

Wachovia Bank, N.A.                                                  $60,000,000

Wells Fargo Bank N.A.                                                $60,000,000

The Bank of Tokyo-Mitsubishi, Ltd.                                   $55,000,000

The Bank of New York                                                 $45,000,000

BankBoston, N.A.                                                     $45,000,000

Marine Midland Bank                                                  $45,000,000

Mellon Bank, N.A.                                                    $45,000,000

SunTrust Bank, Atlanta                                               $37,500,000

Bank of Hawaii                                                       $30,000,000

First American National Bank                                         $30,000,000


                                      S-1
<PAGE>
 
Name of Lender and Applicable Lending Office                         Commitment


Firstar Bank Milwaukee, N.A.                                         $30,000,000

KeyBank National Association                                         $30,000,000

The Northern Trust Company                                           $30,000,000

Royal Bank of Canada                                                 $30,000,000

State Street Bank and Trust Company                                  $30,000,000

Crestar Bank                                                         $25,000,000

Barclays Bank PLC                                                    $20,000,000

Hibernia National Bank                                               $20,000,000

National City Bank                                                   $20,000,000

UMB Bank, n.a.                                                       $20,000,000

U.S. Bank National Association                                       $20,000,000

First Security Bank, N.A.                                            $15,000,000


                                      S-2
<PAGE>
 
                             II. Departing Lenders


Name of Lender and Applicable Lending Office                   Commitment

Credit Agricole Indosuez                                                 $0

The Fuji Bank, Ltd., Houston Agency                                      $0

Istituto Bancario San Paolo Di Torino Instituto Mobiliare                $0
 Italiano SPA                                                            

National Australia Bank Limited                                          $0

Norwest Bank Minnesota, N.A.                                             $0

The Yasuda Trust and Banking Co., Ltd., New York Branch                  $0
 
Total                                                        $1,500,000,000
                                                             ==============

                                      S-3
<PAGE>
 
                                                                       EXHIBIT A


                                PRICING SCHEDULE

The "Facility Fee Percentage" and "Euro-Dollar Margin" for any day are the
respective percentages set forth below in the applicable row under the column
corresponding to the Category and Utilization that exists on such day:

================================================================================
     Category                       I      II     III      IV       V       VI  
================================================================================
Facility Fee                     0.050%  0.070%  0.080%  0.100%  0.1750%  0.300%
Percentage                                                             

Euro-Dollar                                                             
Margin                                                                  
 Utilization less than 1/3       0.175%  0.180%  0.270%  0.300%   0.575%  0.700%
 Utilization greater than or
  equal to 1/3                   0.225%  0.230%  0.370%  0.400%   0.825%  1.200%
================================================================================

     For purposes of this Schedule, the following terms have the following
meanings, subject to the further provisions of this Schedule:

    "Category I" exists at any date if, at such date, the Index Debt is rated at
least A+ by S&P or A1 by Moody's.

    "Category II" exists at any date if, at such date, (i) the Index Debt is
rated at least A by S&P or A2 by Moody's and (ii) Category I does not exist.

    "Category III" exists at any date if, at such date, (i) the Index Debt is
rated at least A- by S&P or A3 by Moody's and (ii) neither Category I nor
Category II exists.

    "Category IV" exists at any date if, at such date, (i) the Index Debt is
rated at least BBB+ by S&P or Baa1 by Moody's and (ii) none of Category I,
Category II and Category III exists.

    "Category V" exists at any date if, at such date, (i) the Index Debt is
rated at least BBB- by S&P or Baa3 by Moody's and (ii) none of Category I,
Category II, Category III and Category IV exists.

                                      A-1
<PAGE>
 
    "Category VI" exists at any date if, at such date, (i) the Index Debt is
rated below BBB- by S&P or below Baa3 by Moody's and (ii) no other Category
exists.

    "Category" refers to the determination of which of Category I, Category II,
Category III, Category IV, Category V or Category VI exists at any date.

    "Moody's" means Moody's Investors Service, Inc.

    "S&P" means Standard & Poor's Ratings Services.

    "Utilization" means, at any date, a fraction (i) the numerator of which is
the aggregate outstanding principal amount of all Loans at such date and (ii)
the denominator of which is the aggregate amount of the Commitments at such
date, determined in each case after giving effect to any transactions on such
date; provided that if for any reason any Loans remain outstanding following
termination of the Commitments, Utilization shall be deemed to be not less than
1/3.

     For purposes of the foregoing, (i) if no rating for the Index Debt shall be
available from either rating agency, (other than because (a) such rating agency
shall no longer be in the business of rating corporate debt obligations or (b)
of any other reason outside the control of J. C. Penney and Funding), such
rating agency shall be deemed to have established a rating in Category VI and
(ii) if any rating established or deemed to have been established by Moody's or
S&P shall be changed (other than as a result of a change in the rating system of
either Moody's or S&P), such change shall be effective as of the date on which
such change is first publicly announced by the rating agency making such change.
If the rating system of either Moody's or S&P shall change prior to the Maturity
Date, or if either such rating agency shall cease to be in the business of
rating corporate debt obligations or shall no longer have in effect a rating for
any reason outside the control of J. C. Penney and Funding, the Borrowers and
the Lenders shall negotiate in good faith to amend the references to specific
ratings in this definition to reflect such changed rating system or the absence
of such a rating.  Pending agreement on any such amendment, (i) if the rating
system of one such rating agency shall remain unchanged, or if a rating shall be
available from one such rating agency, the Facility Fee Percentage and the Euro-
Dollar Margin shall be determined by reference to the rating established by such
rating agency, (ii) if no rating for the 

                                      A-2
<PAGE>
 
Index Debt shall be available from either rating agency then (A) for 60 days,
the Facility Fee Percentage and the Euro-Dollar Margin shall be determined by
reference to the rating or ratings most recently available, (B) after 60 days,
the Facility Fee Percentage and the Euro-Dollar Margin shall be determined by
reference to Category V (or Category VI if such Percentage or Margin shall have
been determined by reference to Category V or VI under clause (A) above) and (C)
after 180 days, the Facility Fee Percentage and the Euro-Dollar Margin shall be
determined by reference to Category VI.

     In the case of split ratings from S&P and Moody's, the rating to be used to
determine Categories is the higher of the two (e.g., A+/A2 results in Category
I); provided that in the event the split is more than one full ratings "notch",
the average rating (or the higher of the two intermediate ratings) shall be used
(e.g. A+/A3 results in Category II, as does A+/Baa1); and provided further that
if at any date the Index Debt is rated BB+ or lower by S&P or Ba1 or lower by
Moody's, the Facility Fee Percentage and the Euro-Dollar Margin shall be
determined by reference to Category VI.

                                      A-3
<PAGE>
 
                                                                       EXHIBIT B



                                                               November 20, 1998


Each of the lenders referred to below

Re:  Amended and Restated 364-Day Revolving Credit Agreement of
     J. C. Penney Company, Inc.  and
     J. C. Penney Funding Corporation

Ladies and Gentlemen:

     As the General Counsel of J. C. Penney Company, Inc., a Delaware
corporation ("JCPenney"), and of J. C. Penney Funding Corporation, a Delaware
corporation ("Funding" and, together with JCPenney, "Borrowers"), I have been
asked to render an opinion pursuant to Section 9(b) of the Amended and Restated
364-Day Revolving Credit Agreement dated as of November 20, 1998 among the
Borrowers, Morgan Guaranty Trust Company of New York, as Agent (the "Agent"),
the lenders listed on the signature pages thereof (the "Lenders"), Citibank,
N.A., Nationsbanc Montgomery Securities LLC and The Chase Manhattan Bank, as Co-
Syndication Agents (the "Co-Syndication Agents"), and Credit Suisse First Boston
and First Union National Bank, as Managing Agents (the "Managing Agents") (the
"Amendment and Restatement") which amends and restates the 364-Day Revolving
Credit Agreement dated as of December 16, 1993, as amended and restated with new
Lenders as of December 7, 1994, as amended with new Lenders as of December 6,
1995, as amended and restated as of December 3, 1996, and as amended and
restated as of November 21, 1997 (such Credit Agreement, as amended and restated
by the Amendment and Restatement, the "Credit Agreement").

     In rendering the opinion set forth below, I have examined originals,
photostatic, or certified copies of the Credit Agreement, the respective
corporate records and documents of the Borrowers, copies of public documents,
certificates of the officers or representatives of the Borrowers, and such other
instruments and documents, and have made such inquiries, as I have deemed
necessary as a basis for such opinion.  In making such examinations, I have
assumed the genuineness of all signatures (other than the signatures of the

                                      B-1
<PAGE>
 
Borrowers) and the authenticity of all documents submitted to me as originals,
the conformity to original documents of all documents submitted to me as
certified or photostatic copies, and the authenticity of the originals of such
latter documents.  As to questions of fact material to such opinion, to the
extent I deemed necessary, I have relied upon the representations and warranties
of the Borrowers made in the Credit Agreement and upon certificates of the
officers of the Borrowers.  Capitalized terms not otherwise defined in this
opinion letter have the meanings specified in the Credit Agreement.

     Based upon the foregoing, I am of the opinion that:

     1.   Each of the Borrowers has been duly incorporated and is validly
existing and in good standing under the laws of the State of Delaware, and is
duly qualified as a foreign corporation and in good standing under the laws of
each jurisdiction where the failure to so qualify would have a Material Adverse
Effect. Each of the Borrowers has the requisite corporate power and authority to
own, pledge, and operate its properties and assets, to lease the property it
operates under lease, and to conduct its business as now conducted.

     2.   The execution, delivery, and performance by the Borrowers of the
Credit Agreement, the Borrowings by the Borrowers under the Credit Agreement (i)
are within the corporate power of each of the Borrowers; (ii)have been duly
authorized by each of the Borrowers by all necessary corporate action; (iii) are
not in contravention of JCPenney's Restated Certificate of Incorporation,
Funding's Certificate of Incorporation, as amended, or either of the Borrower's
bylaws; (iv) to the best of my knowledge do not violate any material law,
statute, rule, or regulation, or any material order of any Governmental
Authority, applicable to either of the Borrowers; (v) do not conflict with or
result in the breach of, or constitute a default under, the material borrowing
indentures, agreements, or other instruments of either of the Borrowers; (vi) do
not result in the creation or imposition of any Lien upon any of the property or
assets of either of the Borrowers other than any Lien created by the Credit
Agreement; and (vii) do not require the consent or approval of, or any filing
with, any Governmental Authority or any other person party to those agreements
described above other than those that have been obtained or made or where the
failure to obtain such consent or approval would not result in a Material
Adverse Effect.

                                      B-2
<PAGE>
 
     3.   The Credit Agreement has been duly executed and delivered by each of
the Borrowers and constitutes a legal, valid, and binding obligation of each
such Borrower, enforceable against such Borrower in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium, and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

     4.   Neither Borrower is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, or a "public-utility company" or a
"holding company" within the meaning of the Public Utility Holding Company Act
of 1935, as amended.

     5.   To the best of my knowledge, except as set forth in Schedule 3.09 of
the Credit Agreement, no litigation by or before any Governmental Authority is
now pending or threatened against JCPenney or Funding (i) which involves the
Credit Agreement or (ii) as to which there is a reasonable possibility of an
adverse determination and which, if adversely determined, would, individually or
in the aggregate result in a Material Adverse Effect.

     6.   The Support Agreements have been duly executed and delivered by
JCPenney and, where applicable, Funding and, as of the date hereof, are in full
force and effect in accordance with their terms.

     The opinions expressed herein are limited to the laws of the State of
Delaware with respect to the opinions provided in paragraph 1 (except as to due
qualification as a foreign corporation and good standing under the laws of other
jurisdictions) and clauses (i), (ii), and (iii) of paragraph 2.  The other
opinions expressed are limited to the laws of the State of New York and the laws
of the United States.  I do not express any opinion herein concerning any laws
of any other jurisdictions.  This opinion is furnished to you in connection with
the transactions contemplated by the Credit Agreement, and may not be relied
upon by any other person, firm, or corporation for any purpose or by you in any
other context without my prior written consent.


                              Very truly yours,


                              Charles R. Lotter
                              Executive Vice President,
                              Secretary and General Counsel


                                      B-3