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                                                                   EXHIBIT 10(a)

                                  AMENDMENT
                                      TO
                      SUPPLEMENTAL RETIREMENT PROGRAM FOR
                    MANAGEMENT PROFIT-SHARING ASSOCIATES OF
                          J. C. PENNEY COMPANY, INC.
              (As Amended and Restated Effective August 1, 1995)
              --------------------------------------------------

     J. C. Penney Company, Inc., a Delaware corporation, pursuant to
authorization of its Board of Directors, adopts the following amendments to the
Supplemental Retirement Program for Management Profit-Sharing Associates of
J. C. Penney Company, Inc. (the "Plan).

     WHEREAS, J. C. Penney Company, Inc. (the "Company") and J. C. Penney Direct
Marketing Services, Inc. have entered into a Stock Purchase Agreement dated as
of March 7, 2001, with Commonwealth General Corporation (the "Stock Purchase
Agreement"), pursuant to which the stock of the J. C. Penney Life Insurance
Company and certain of its affiliates will be sold to Commonwealth General
Corporation or its designee; and

     WHEREAS, pursuant to Section 4.7 of the Stock Purchase Agreement, J. C.
Penney Life Insurance Company will (i) cause the Supplemental Retirement Program
for Eligible Management Associates of JCPenney Financial Services (the
"Financial Services Plan") to assume the liability for the accrued retirement
income benefits of certain associates under the Plan and (ii) terminate the
Financial Services Plan, and Commonwealth General Corporation or an affiliate of
Commonwealth General Corporation will make termination benefit payments from the
Financial Services Plan to certain associates; and

     WHEREAS, the Company wishes to assume and retain the liability for
retirement income benefits under the Financial Services Plan for all Financial
Services Plan participants other than those participants other than those
participants who are eligible for a termination benefit payment from
Commonwealth General Corporation or an affiliate of Commonwealth General
Corporation.

     NOW, THEREFORE:

     1.   The second sentence of Article III of the Plan ("Participation") is
deleted from the Plan and replaced by the following sentences:
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          Notwithstanding the preceding sentence, and except as otherwise
          provided in Paragraph (9) of Article IV, effective on and after
          January 1, 1996, any Associate who, on December 31, 1995, was not
          classified as management or who was not in a Profit Incentive
          Compensation program shall not be considered an Eligible Management
          Associate and shall not participate in the Plan. In addition,
          effective as of the Closing (as such term is defined in Paragraph (9)
          of Article IV), the Eligible Management Associates whose names are set
          forth on Appendix II to the Plan shall cease to participate in the
          Plan and shall not be entitled to a benefit under any provision of the
          Plan. In the event an Eligible Management Associate whose name is set
          forth on Appendix II is employed after the Closing by the Company or
          any Controlled Group Member, such person will not thereafter be an
          Eligible Management Associate and will not participate in the Plan on
          or after the date of such employment.

     2.   Article IV of the Plan ("Benefits") is amended by the addition of the
following new paragraph.

          (9)  Benefits for Certain Former Financial Services Plan Participants:
               ----------------------------------------------------------------
     The provisions of this Paragraph (9) will become effective on the close of
     the transactions ("Closing") contemplated by that certain Stock Purchase
     Agreement among Commonwealth General Corporation, J.C. Penney Company, Inc.
     and J.C. Penney Direct Marketing Services, Inc. dated as of March 7, 2001,
     provided that the Closing occurs on or before September 30, 2001.

               The Plan hereby assumes the accrued retirement income benefit
     obligation under the Supplemental Retirement Program for Eligible
     Management Associates of JCPenney Financial Services (the "Financial
     Services Plan") for each former Associate who (i) retired or separated from
     service prior to the Closing with a right to a retirement income benefit
     under the Financial Services Plan and who had not begun to receive
     retirement income benefits from the Financial Services Plan as of the
     Closing and (ii) whose name is not set forth on Appendix I to the Financial
     Services Plan, which Appendix is reproduced and attached as Appendix III to
     the Plan. Each such former Associate will be entitled to a retirement
     income benefit under this Plan in the amount of such former Associate's
     Financial Services Plan accrued retirement income benefit and payable in
     the same form and at the same time as such Financial Services Plan accrued
     retirement income benefit would have been paid. In addition, the Plan
     hereby assumes the obligation of the Financial Services Plan to make
     continued monthly retirement income benefit payments to each former
     Associate who retired prior to the Closing and had begun to receive
     retirement income benefits from the Financial Services Plan as of the
     Closing in the same amount, the same form and at the same time as such
     former Associate's Financial Services Plan retirement income benefit was
     being paid.

                                       2




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     3.   Paragraph (10) of Article VIII of the Plan is amended by the addition
of the following sentence:

          Notwithstanding the foregoing provisions of this Paragraph (10), an
          entity that ceases to be a member of the Controlled Group immediately
          after the Closing (as such term is defined in Paragraph (9) of Article
          IV) will not be a "non-participating employer" for any purpose of this
          Plan.

     4.   The Plan is amended effective as of the Closing by the addition of new
Appendix II in the form attached to this amendment.

     Executed this 18/th/ day of June, 2001

                                        J. C. PENNEY COMPANY, INC.



                                        By /s/ T.A. Clerkin
                                           -------------------------------------
                                           Thomas A. Clerkin
                                           Senior Vice President and Director of
                                           Business Planning and Support

                                       3
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                                  APPENDIX II

                     FORMER ELIGIBLE MANAGEMENT ASSOCIATES
                      WHOSE BENEFITS HAVE BEEN ASSUMED BY
                    THE SUPPLEMENTAL RETIREMENT PROGRAM FOR
                       ELIGIBLE MANAGEMENT ASSOCIATES OF
                          JCPENNEY FINANCIAL SERVICES

                         [Names Intentionally Omitted]

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                                 APPENDIX III

                        ELIGIBLE MANAGEMENT ASSOCIATES
                         WHOSE NAMES ARE SET FORTH ON
                               APPENDIX I TO THE
                      SUPPLEMENTAL RETIREMENT PROGRAM FOR
                       ELIGIBLE MANAGEMENT ASSOCIATES OF
                          JCPENNEY FINANCIAL SERVICES

                         [Names Intentionally Omitted]