April 12, 2002

To: All JCPenney and Eckerd EDI Trading Partners

Subject: EDI Network Service Providers

As JCPenney and Eckerd continue to streamline our EDI process to improve efficiencies and reduce costs, we have decided to use GE Global Exchange Services [GXS] and QRS as our preferred EDI Network Service providers. We are discontinuing our EDI relationship with Sterling Commerce [Ordernet].

As a result of this realignment, all JCPenney and Eckerd EDI trading partners currently using Sterling Commerce to move their EDI traffic to us, must move this EDI traffic to either GXS or QRS no later than June 15, 2002. Failure to implement this transfer to either GXS or QRS will subject your company to non-compliance EDI expense offsets.

Trading partners currently using Sterling Commerce will be receiving separate communications from both of these EDI providers explaining their service offerings to you. However, it is critical that you act on this as soon as possible in order to avoid any interruption in our EDI communications. Please contact either GXS or QRS to get setup on one of these networks. Contact numbers are:

GXS: 800-997-6850           QRS: 866-781-5300

Once you have been setup with either GXS or QRS you do not need to file a Form 9.2 advising JCPenney of the change. The EDI Provider [GXS or QRS] will communicate the change directly to JCPenney.

EDI trading partners may utilize interconnects from other EDI providers via either GXS or QRS. However, JCPenney does not support interconnects and will not be able to assist in resolving any EDI communication problems should they occur.