Exhibit 10.2

                                                            Exhibit
    10.2
    JCPenney         Notice
      of 2008
      Restricted Stock Unit Grant

    


    J.
      C. Penney Company, Inc.

    
      
        	
                Name

                 [Associate
                  Name]

              	
                 Employee
                  ID

                 [EEID]

              
	
                Date
                  of Grant

                3/12/2008

              	
                Number
                  of Restricted Stock Units Granted

                [Grant
                  Amount]

              


      

    

    2005
      Equity

    Compensation
      Plan

    
      
        
Restricted
        Stock Unit Grant

    

    You
      have been
      granted the number of restricted stock units listed above in recognition of
      your
      expected future contributions to the success of JCPenney. Each restricted stock
      unit shall at all times be deemed to have a value equal to the then-current
      fair
      market value of one share of J. C. Penney Company, Inc. Common Stock of 50¢ par
      value (“Common Stock”). This grant is subject to all the terms, rules, and
      conditions of the J. C. Penney Company, Inc. 2005 Equity Compensation Plan
      (“Plan”) and the implementing resolutions (“Resolutions”) approved by the Human
      Resources and Compensation Committee of the JCPenney Board of Directors.
      Capitalized terms not otherwise defined herein shall have the respective
      meanings assigned to them in the Plan and the Resolutions. In the event of
      a
      change in capitalization of the Company or other similar event, the number
      of
      units shall be adjusted as provided in the Plan. 

    


    Vesting
      of Your Restricted Stock Units

    The
      restricted
      stock units shall vest, and the restrictions on your restricted stock units
      shall lapse, according to the following Vesting Schedule,
PROVIDED YOU REMAIN CONTINUOUSLY EMPLOYED BY THE COMPANY
      THROUGH EACH
      OF THE RESPECTIVE VESTING DATES (unless your employment terminates due to your
      Retirement, Disability, death, job restructuring/reduction in force/unit closing
      or an Involuntary Separation from Service without Cause under, and as defined
      in, the Executive Termination Pay Agreement). Your vested
      restricted stock units shall be paid out in shares of Common Stock as soon
      as
      practicable but in no event later than 2 1⁄2 months following each Vesting Date.
      You shall not be allowed to defer the payment of your shares of Common Stock
      to
      a later date.

    


    
      	
              Vesting
                Dates

            	
              Percent
                Vesting

            
	
              March
                12,
                2009

            	
              33-1/3%

            
	
              March
                12,
                2010

            	
              33-1/3%

            
	
              March
                12,
                2011

            	
              33-1/3%

            


    

     

    Dividend
      Equivalents

    You
      shall not have
      any rights as a stockholder until your restricted stock units vest and you
      are
      issued shares of Common Stock in cancellation of the vested restricted stock
      units. However, you will accrue dividend equivalents on the unvested restricted
      stock units in the amount of any quarterly dividend declared on the Common
      Stock. Dividend equivalents shall continue to accrue until your restricted
      stock
      units vest and you receive actual shares of Common Stock in cancellation of
      the
      vested restricted stock units. The dividend equivalents shall be credited as
      additional restricted stock units in your account to be paid out in shares
      of
      Common Stock on each applicable Vesting Date along with the restricted stock
      units to which they relate. The number of additional restricted stock units
      to
      be credited to your account shall be determined by dividing the aggregate
      dividend payable with respect to the number of restricted stock units in your
      account by the closing price of the Common Stock on the New York Stock Exchange
      on the dividend payment date. The additional restricted stock units credited
      to
      your account are subject to all of the terms and conditions of this restricted
      stock unit award and the Plan and you shall forfeit your additional restricted
      stock units in the event that you forfeit the restricted stock units to which
      they relate. 

    


    Employment
      Termination

    If
      your employment
      terminates due to Retirement, Disability, death or job restructuring/reduction
      in force/unit closing prior to the vesting date, you shall be entitled to a
      prorated number of restricted stock units. The proration shall be based on
      the
      ratio of (a) the number of calendar days from the date of grant to the effective
      date of termination to (b) the total number of calendar days in the vesting
      period. The number of restricted stock units that have already vested shall
      be
      subtracted from the prorated amount and the remaining prorated restricted stock
      units shall immediately vest. Any restricted stock units which have not already
      vested or for which vesting is not accelerated shall be cancelled on such
      employment termination. The beneficiary listed on your J. C. Penney Company
      Equity Plan Beneficiary Designation Form shall receive the vested shares covered
      by the restricted stock unit award in the case of termination of employment
      due
      to death. 

    


    If
      your employment
      terminates due to an Involuntary Separation from Service without Cause
      under, and as defined in, the Executive Termination Pay Agreement, any
      outstanding restricted stock units shall immediately vest and be payable in
      shares of JCPenney Common Stock, subject to (a) the execution and delivery
      of a
      release in such form as may be required by the Company and (b) the expiration
      of
      the applicable revocation period for such release. 

    


    If
      your employment
      terminates for any reason other than those specified above, any unvested
      restricted stock units shall be cancelled on the effective date of termination.
      

     

    Change
      of Control

     

    The
      restricted
      stock unit award vests immediately without regard to the vesting dates listed
      above upon a Change of Control of the Company (as defined in Attachment
      A).

     

    Taxes
      and Withholding

    At
      the time your
      restricted stock units vest and you are issued shares of Common Stock or cash
      in
      lieu of fractional shares, the fair market value of the shares of Common Stock
      issued to you shall be included in your W-2 form and the Company shall be
      required to withhold applicable taxes on such amount. Your withholding rate
      with
      respect to this award may not be higher than the minimum statutory rate. The
      Company shall retain and cancel the number of issued shares equal to the value
      of the required minimum tax withholding in payment of the required minimum
      tax
      withholding due. For purposes of this grant notice, “fair market value” means
      the closing price of the Common Stock on the New York Stock Exchange, or if
      the
      Exchange is closed on the applicable date, or if the Common Stock does not
      trade
      on such date, the closing price of the Common Stock on the New York Stock
      Exchange on the last trading day immediately preceding such date.

    


    Transferability
      of Your Restricted Stock Units

    The
      restricted
      stock unit granted hereunder is non-transferable.

    


    Effect
      on Other Benefits

    The
      value of the
      shares covered by the restricted stock unit award shall not be included as
      compensation or earnings for purposes of any other compensation, retirement,
      or
      benefit plan offered to Company associates.

    


    Administration

    The
      Committee has
      full authority and discretion, subject only to the terms of the Plan, to decide
      all matters relating to the administration and interpretation of the Plan and
      this restricted stock unit award. The Committee’s determinations shall be final,
      conclusive, and binding on you and your heirs, legatees and
      designees.

    


    


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


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    Attachment
      A

    


    A
      Change of Control Event shall have occurred if there is a change of ownership,
      a
      change of effective control, or a change in ownership of a substantial portion
      of the assets of the Company (as “Company” is defined in the J. C. Penney
      Company, Inc. 2005 Equity Compensation Plan).

    


    
      	1.  	
              Change
                of
                ownership occurs on the date that a person or persons acting as a
                group
                acquires ownership of stock of the Company that together with stock
                held
                by such person or group constitutes more than 50 percent of the total
                fair
                market value or total voting power of the stock of the
                Company.

            


    

    


    
      	2.  	
              Notwithstanding
                whether the Company has undergone a change of ownership, a change
                of
                effective control occurs (a) when a person or persons acting as a
                group
                acquires within a 12-month period 30 percent of the total voting
                power of
                the stock of the Company or (b) a majority of the Board of Directors
                is
                replaced within 12 months if not previously approved by a majority
                of the
                members. A change in effective control also may occur in any transaction
                in which either of the two corporations involved in the transaction
                has a
                Change in Control Event, i.e. multiple change in control
                events.

            


    

    


    
      	3.  	
              Change
                in
                ownership of a substantial portion of the Company’s assets occurs when a
                person or persons acting as a group acquires assets that have a total
                gross fair market value equal to or more than 40 percent of the total
                gross fair market value of all assets of the Company immediately
                prior to
                the acquisition. A transfer of assets by the Company is not treated
                as a
                change in the ownership of such assets if the assets are transferred
                to -
                

            


    

    (i)
      A shareholder
      of the Company (immediately before the asset transfer) in exchange for or with
      respect to its stock; 

    (ii)
      An entity, 50
      percent or more of the total value or voting power of which is owned, directly
      or indirectly, by the Company; 

    (iii)
      A person, or
      more than one person acting as a group, that owns, directly or indirectly,
      50
      percent or more of the total value or voting power of all the outstanding stock
      of the Company; or 

    (iv)
      An entity, at
      least 50 percent of the total value or voting power of which is owned, directly
      or indirectly, by a person described in paragraph (iii). 

    


    Persons
      will not be
      considered to be acting as a group solely because they purchase assets of the
      Company at the same time, or as a result of the same public offering. However
      persons will be considered to be acting as a group if they are owners of a
      corporation that enters into a merger, consolidation, purchase or acquisition
      of
      assets, or similar business transaction with the Company.