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                                                               Exhibit 10(ii)(g)


                                 AMENDMENTS TO
                          J. C. PENNEY COMPANY, INC.
                        SUPPLEMENTAL RETIREMENT PROGRAM


     RESOLVED that pursuant to Paragraph (2) (Amendment and Termination) of
Article VIII (Miscellaneous) of the Supplemental Retirement Program for
Management Profit-Sharing Associates of J. C. Penney Company, Inc. ("Program"),
the Program shall be amended effective January 13, 1999 to add a new Paragraph
(11) to Article VIII to read as follows:

     (11) Change of Control: Solely for the purposes of this Paragraph (11), the
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term Eligible Management Associate shall include all active associates who upon
their retirement would qualify as an Eligible Management Associate as of the
date of a "Change of Control" (as hereinafter defined).

     Upon a Change of Control, assets of the Company in an amount sufficient to
pay benefits that have accrued under the Plan up to that date shall immediately
be transferred to a grantor trust to be established by the Company for the
purpose of paying benefits hereunder.  Each Eligible Management Associate's
vested benefits shall thereafter be paid to him from such trust in accordance
with the terms of the Plan; provided that at the time of such Change of Control,
the Eligible Management Associate may take an irrevocable election to have his
Plan benefits paid in a single-sum immediately upon the later of (i) the date of
the Change of Control, or (ii) the Eligible Management Associate's retirement
date; in which event his benefits shall be reduced by 10% as a penalty for early
payment.  The amount transferred to the grantor trust shall include the amount
necessary to pay benefits for Eligible Management Associates who have not yet
retired, determined as if they retired on the date of the Change of Control.  On
each anniversary date of the date of a Change of Control, the Company shall
transfer to the grantor trust an amount necessary to pay all benefits that have
accrued under the Plan during the preceding twelve months.

     For purposes of this Paragraph (11), a Change of Control shall be deemed to
have occurred if:

     (1)  at any time during any 24-month period, at least a majority of the
Board of Directors of the Company does not consist of Continuing Directors
(meaning directors of the Company at the beginning of such 24-month period and
directors who subsequently became such, and whose election, or nomination for
election, by the Company's stockholders, was approved by a majority of the then
Continuing Directors); or

     (2)  at any time during any 12-month period, the Company's directors in
office at the beginning of such 12-month period cease to constitute at least a
majority of the Board of Directors (disregarding any vacancy occurring during
such period by reason of

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death or disability, but deeming any individual whose election, or nomination
for election, by the Company's stockholders, to fill such vacancy was approved
by a majority of the directors in office immediately prior to such vacancy, to
have been in office at the beginning of such 12-month period); or

     (3)  any person or "group" (as determined for purposes of Rule 13D-G under
the Securities Exchange Act of 1934, as amended, or any successor regulation),
except any majority-owned subsidiary or any Company employee benefit plan or any
trust or investment manager thereunder, shall have acquired "beneficial
ownership" (as determined for purposes of Rule 13D-G under the Securities
Exchange Act of 1934, as amended, or any successor regulation) of shares of
Company common stock having 20% or more of the voting power of all outstanding
shares of Company capital stock, unless such acquisition is approved in advance
by a majority of the Board of Directors in office immediately preceding such
acquisition; or

     (4)  a merger or consolidation occurs to which the Company is a party,
whether or not the Company is the surviving corporation, in which outstanding
shares of Company common stock are converted into shares of stock or securities
of another company, partnership, or other entity (other than a conversion into
shares of voting common stock of the successor corporation or a holding company
or entity thereof) or other securities (of either the Company or another
company) or cash or other property (excluding payments made solely for
fractional shares); or,

     (5)  the sale of all, or substantially all, of the Company's assets occurs.

     RESOLVED that the Human Resources Committee be, and hereby is, authorized
in the name and on behalf of the Company, to adopt, execute, and deliver, or
cause to be adopted, executed, and delivered any amendments to the Plan and
Program, and any instruments and documents as may be necessary to effectuate the
purposes and intent of the foregoing resolutions and each of them; and

     RESOLVED that the officers of the Company and its counsel be, and they
hereby are, authorized to take all such further actions, and to effectuate and
deliver all such further instruments and documents in the name and on behalf of
the Company, and under its corporate seal or otherwise, and to pay all such
expenses as shall in their judgment be necessary, proper, or advisable in order
fully to carry out the intent and effectuate the purposes and intent of the
foregoing resolutions and each of them.

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