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                                                              Exhibit 10(ii)(ab)


 
                                 AMENDMENTS TO
                          J. C. PENNEY COMPANY, INC.
                           BENEFIT RESTORATION PLAN


     RESOLVED that pursuant to Paragraph (1) (Amendment and Termination) of
Article VIII (Miscellaneous) of the J. C. Penney Company, Inc. Benefit
Restoration Plan ("Plan"), the Plan shall be amended effective January 13, 1999
to add a new Paragraph (9) to Article VIII to read as follows:

     (9)  Change of Control:  Upon a Change of Control (as hereinafter defined),
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          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, and the Participant's vested
          benefits shall thereafter be paid to the Participant from such trust
          in accordance with the terms of the Plan; provided that at the time of
          such Change of Control, the Participant may make 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
          participant's retirement date, in which his benefits shall be reduced
          by 10% as a penalty for early payment. 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 accrued under the Plan
          during the preceding twelve months.

     For purposes of this paragraph (9), 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 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

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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 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.

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