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                                                                  Exhibit 10(d)
                                MIRROR PLANS AMENDMENT
                                ______________________

          Pursuant to Section 8.01 (Plan Amendment) of the J. C. Penney Company,
     Inc. Mirror Savings Plan I and the J. C. Penney Company, Inc. Mirror
     Savings Plans II ("Mirror Plans"), Section 7.08 of the Mirror Plans shall
     be amended effective July 14, 1999 in its entirety to read as follows:

     7.08      Change of Control
               _________________

          At the time of commencement of participation in the Plan, a
     Participant may make an irrevocable election to have his Plan benefits paid
     in a single-sum immediately upon a Change of Control (as hereafter
     defined).  If the Participant makes such an election as described above,
     his vested Plan benefits shall be paid in a single-sum upon a Change of
     Control.

          If the Participant does not make such an election, then, upon a Change
     of Control, assets of the Company in an amount sufficient to pay benefits
     then due under the Plan shall immediately be transferred to a grantor trust
     to be established by the Company for the purpose of paying benefits
     hereunder, and the Personal Account and Company Account 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, in which event the Participant's benefits shall be
     reduced by 10% as a penalty for early withdrawal, and the Participant shall
     receive a single-sum payment of only 90% of his benefits otherwise payable
     under the Plan.  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 Section 7.08, a Change of Control shall be deemed
     to have occurred if the event set forth in any one of the following
     paragraphs shall have occurred:

          (a)     any Person is or becomes the Beneficial Owner, directly or
     indirectly, of securities of the Company (not including in the securities
     beneficially owned by such Person any securities acquired directly from the
     Company or its Affiliates) representing 50% or more of the combined voting
     power of the Company's then outstanding securities; or

          (b)     during any period of two consecutive calendar years, the
     following individuals cease for any reason to constitute a majority of the
     number of directors then serving as directors of the Company:  individuals,
     who on July 14, 1999 constitute the Board of Directors of the Company and
     any new director (other than a director whose initial assumption of office
     is in connection with the settlement of an actual or threatened

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     election contest, including but not limited to a consent solicitation,
     relating to the election of directors of the Company) whose appointment or
     election by the Board of Directors of the Company or nomination for
     election by the Company's stockholders was approved or recommended by a
     vote  of at least two-thirds of the directors then still in office who
     either were directors on July 14, 1999 or whose appointment, election or
     nomination for election was previously so approved or recommended; or

          (c)     there is consummated a merger or consolidation of the Company
     or any direct or indirect subsidiary of the Company with any other
     corporation or entity, other than (i) a merger or consolidation which would
     result in the voting securities of the Company outstanding immediately
     prior to such merger  or consolidation continuing to represent (either by
     remaining outstanding or by being converted into voting securities of the
     surviving entity or any Parent thereof), in combination with the ownership
     of any trustee or other fiduciary holding securities under an employee
     benefit plan of the Company or any subsidiary of the Company, at least 50%
     of the combined voting power of the securities of the Company, such
     surviving entity or any Parent thereof outstanding immediately after such
     merger or consolidation, or (ii) a merger or consolidation effected solely
     to implement a recapitalization of the Company (or similar transaction) in
     which no Person is or becomes the Beneficial Owner, directly or indirectly,
     of securities of the Company (not including in the securities beneficially
     owned by such Person any securities acquired directly from the Company or
     its Affiliates) representing 50% or more of the combined voting power of
     the Company's then outstanding securities; or

          (d)     the stockholders of the Company approve a plan of complete
     liquidation or dissolution of the Company, or there is consummated a sale
     or disposition by the Company or any of its subsidiaries of any assets
     which individually or as part of a series of related transactions
     constitute all or substantially all of the Company's consolidated assets,
     other than any such sale or disposition to an entity at least 50% of the
     combined voting power of the voting securities of which are owned by
     stockholders of the Company in substantially the same proportions as their
     ownership of the voting securities of the Company immediately prior to such
     sale or disposition; or

          (e)     the execution of a binding agreement that if consummated would
     result in a Change of Control of a type specified in subparagraphs (a) or
     (c) above (an "Acquisition Agreement") or of a binding agreement for the
     sale or disposition of assets that, if consummated, would result in a
     Change of Control of a type specified in subparagraph (d) above (an "Asset
     Sale Agreement") or the adoption by the Board of Directors of the Company
     of a plan of complete liquidation or dissolution of the Company that, if
     consummated, would result in a Change of Control of a type specified in
     subparagraph (d) above (a "Plan of Liquidation"), provided, however, that a
     Change of Control of the type specified in this subparagraph (e) shall not
     be deemed to exist or have occurred as a result of the execution of such
     Acquisition Agreement or Asset Sale Agreement, or the adoption of such a
     Plan of Liquidation, from and after the

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     Abandonment Date.  As used in this subparagraph (e), the term "Abandonment
     Date" shall mean the date on which (i) an Acquisition Agreement, Asset Sale
     Agreement or Plan of Liquidation is terminated (pursuant to its terms or
     otherwise) without having been consummated, (ii) the parties to an
     Acquisition Agreement or Asset Sale Agreement abandon the transactions
     contemplated thereby, (iii) the Company abandons a Plan of Liquidation, or
     (iv) a court or regulatory body having competent jurisdiction enjoins or
     issues a cease and desist or stop order with respect to or otherwise
     prevents the consummation of, or a regulatory body notifies the Company
     that it will not approve an Acquisition Agreement, Asset Sale Agreement or
     Plan of Liquidation or the transactions contemplated thereby and such
     injunction, order or notice has become final and not subject to appeal; or

          (f)     the Board adopts a resolution to the effect that, for purposes
     of this Plan, a Change of Control has occurred.

          Notwithstanding the foregoing, a Change of Control shall not be deemed
     to have occurred by virtue of the consummation of any transaction or series
     of integrated transactions immediately following which the record holders
     of the common stock of the Company immediately prior to such transaction or
     series of transactions continue to have substantially the same
     proportionate ownership in an entity (i) which owns all or substantially
     all of the assets of the Company immediately following such transaction  or
     series of transactions, (ii) which is intended to reflect or track the
     value or performance of a particular division, business segment or
     subsidiary of the Company, or (iii) which is an affiliated company,
     subsidiary, or spin-off entity owned by the stockholders of the Company in
     substantially the same proportions as their ownership of stock of the
     Company on the date of such spin-off.

          As used in connection with the foregoing definition of Change of
     Control, "Affiliate" shall have the meaning set forth in Rule 12b-2
     promulgated under Section 12 of the Exchange Act; "Beneficial Owner" shall
     have the meaning set forth in Rule 13d-3 under the Exchange Act; "Exchange
     Act" shall mean the Securities Exchange Act of 1934, as amended from time
     to time; "Parent" shall mean any entity that becomes the Beneficial Owner
     of at least 50% of the voting power of the outstanding voting securities of
     the Company or of an entity that survives any merger or consolidation of
     the Company or any direct or indirect subsidiary of the Company; and
     "Person" shall have the meaning given in Section 3(a)(9) of the Exchange
     Act, as modified and used in Sections 13(d) and 14(d) thereof, except that
     such term shall not include (i) the Company or any of its subsidiaries,
     (ii) a trustee or other fiduciary holding securities under an employee
     benefit plan of the Company or any of its Affiliates, (iii) an underwriter
     temporarily holding securities pursuant to an offering of such securities,
     or (iv) a corporation or entity owned, directly or indirectly, by the
     stockholders of the Company in substantially the same proportions as their
     ownership of stock of the Company.

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