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                                                                  EXHIBIT 10
                          ECKERD CORPORATION LOAN AGREEMENT 
                          _________________________________


          Agreement made as of  the 28th day of September, 1998  to be effective
     on that date ("Effective Date"), between the lender,  J. C. Penney Company,
     Inc. ("JCPenney"),  a  Delaware corporation  with  its principal  place  of
     business at  6501 Legacy Drive,  Plano, Texas 75024-3698 and  the borrower,
     Eckerd Corporation  ("Borrower"), a Delaware corporation with its principal
     place of business at 8333 Bryan Dairy Road, Largo, FL  33777.

     BORROWING AMOUNTS, TERMS AND PROCEDURES 
     _______________________________________

          Between  the  Effective Date  and September  28, 2003  (the "Borrowing
     Period"),  JCPenney will  make available  the  sum of  Three Billion,  Five
     Hundred Million Dollars ($3,500,000,000) ("Borrowing Amount") for borrowing
     by Borrower.   The Borrowing Amount  includes  (1) the  $1,595,000,000 open
     account  indebtedness between  JCPenney  and Eckerd  at  the Interest  Rate
     defined herein, and (2) the $100,000,000 open  account indebtedness between
     JCPenney and Eckerd at the Short-Term Borrowings Rate shown on the Analysis
     of  Average Borrowings  and  Interest  Expense  as  calculated  monthly  by
     JCPenney's  Controller's  Department.     This  Agreement  formalizes  such
     previous  loans from  JCPenney to  Eckerd.   During  the Borrowing  Period,
     subject to the following terms  and conditions, Borrower may borrow, repay,
     and  borrow again under  this Loan Agreement  and Borrower agrees  to repay
     interest and principal as provided herein.

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          During the  Borrowing Period, Borrower  may from time to  time request
     one or more  loans (an  "Advance" or  "Advances") from JCPenney  up to  the
     limit of the  Borrowing Amount, and JCPenney will lend to Borrower such sum
     or sums, each borrowing with a maturity no later than September 9, 2003, as
     Borrower  requests, provided  that the  total of  Advances at any  one time
     outstanding shall not exceed the Borrowing Amount.

          By  noon Eastern time, Borrower will  notify JCPenney of the amount it
     intends to borrow or repay the next day.  JCPenney will transfer the amount
     or credit such amount, as the case may be, of an Advance or repayment to or
     from Borrower by no later than 3 o'clock  p.m. Eastern time of the next day
     for which such amount is due or has been paid.

          Except as JCPenney and  Borrower otherwise agree in  writing, Borrower
     agrees to pay  as interest an amount on any sum borrowed hereunder computed
     at  an interest rate,  which is a  rate equivalent to  the average interest
     rate on total borrowings as shown on the Analysis of Average Borrowings and
     Interest  Expense  as   calculated  monthly   by  JCPenney's   Controller's
     Department during the time of any Advance hereunder ("Interest Rate").

          Interest is to be calculated  on the weighted daily average  of unpaid
     balances  during the  fiscal  month.   The  interest  amount applicable  to
     outstanding balances of Advances shall be  determined 

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     each month calculated on the  prior  month's Interest  Rate.  The Interest 
     Rate  shall  change effective as of the first day of  each month of 
     JCPenney's fiscal year  and any such change shall be made without notice.

          Interest shall  be computed on the basis of  the actual number of days
     elapsed over  the fiscal  year of  364 or  371 days,  as the  case may  be.
     Interest shall be payable monthly in  arrears and at maturity by credit  to
     such account of  JCPenney as JCPenney shall specify.   Payments of interest
     shall be  made by  the  fiscal month  end  following the  borrowing  month.
     Interest paid  or payable shall  not exceed the maximum  amount permissible
     under applicable law and, if such amount  is exceeded, the excessive amount
     of interest shall be refunded to Borrower.

          JCPenney shall have the  right at any time to demand payment of all or
     any  part of  any Advance  or Advances  outstanding, and  interest thereon.
     Upon such  demand such Advance,  Advances or portions thereof  and interest
     thereon,  as  the  case  may be,  shall  be  immediately  due  and payable.
     Advances  may be  repaid in whole  or in  part without penalty  at any time
     prior  to maturity  by  telephone notice  to  JCPenney by  10  o'clock a.m.
     Eastern time by an individual duly authorized by Borrower.

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          Borrower's promise  to  repay indebtedness  hereunder,  at  JCPenney's
     option, may  be evidenced  by (1) a  wire transfer  request from  Eckerd to
     JCPenney's  Treasurer's  Department,  stating  the  requested  loan amount,
     effective date, and  the name of the bank to which JCPenney should transfer
     the funds,  (2) Exhibit  "A" standing alone,  or (3)  a promissory  note or
     notes for Advances in the  same form as Exhibit "B".  Exhibits  "A" and "B"
     are attached hereto and incorporated  herein by reference for all purposes.
     JCPenney's books and records shall be prima facie evidence of all  sums due
     JCPenney.

     REPRESENTATIONS 
     _______________

     A.   Good Standing.  Borrower is a corporation, duly organized  and in good
          standing, under the laws of the State of Delaware and has the power to
          own its property and to carry on  its business in each jurisdiction in
          which Borrower operates.

     B.   Authority and  Compliance.  Borrower  has full power and  authority to
          enter into this  Loan Agreement, to make the  borrowings hereunder, to
          execute and deliver evidences of Advances and to incur the obligations
          provided  for herein,  all of  which has  been duly authorized  by all
          proper and necessary corporate action.   No consent or approval of any
          public authority is  required as a condition  to the validity of  this
          Loan  Agreement or  the  evidences  of Advances,  and  Borrower is  in
          compliance  in all  material  respects with  all  applicable laws  and
          regulatory requirements to which it is subject.

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     C.   Binding Agreement.  This Loan Agreement constitutes, and the evidences
          of  Advances  when issued  and  delivered  pursuant hereto  for  value
          received will  constitute, valid  and legally  binding obligations  of
          Borrower in accordance with their terms.

     D.   Litigation.  There are no proceedings  pending or, to the knowledge of
          Borrower, threatened before  any court or administrative  agency which
          will or may have a material adverse effect on  the financial condition
          or operations  of Borrower or  any subsidiary, except as  disclosed to
          JCPenney.

     E.   Taxes.  All income  taxes and other taxes due and  payable through the
          date  of  this  Loan  Agreement  have  been  paid  prior  to  becoming
          delinquent or are being contested in good faith.

     F.   Place  of Business.   Borrower's  principal  place of  business is  in
          Largo, Florida.

     EVENTS OF DEFAULT 
     _________________

          If one or  more of the  following events of  default shall occur,  all
     outstanding principal plus unpaid interest on all Advances shall be due and
     payable immediately:

                                    5

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     A.   Default shall be made in  the payment of any installment  of principal
          or interest upon an  Advance when due and payable, whether at maturity
          or otherwise within 5 days; or 

     B.   Default  shall be  made in the  performance of  any term,  covenant or
          agreement contained herein which shall  remain uncured for thirty (30)
          days after written notice; or

     C.   Any representation  or warranty herein  contained or in  any financial
          statement, certificate,  report or  opinion submitted  to JCPenney  in
          connection with this Loan Agreement or pursuant to the requirements of
          this Loan Agreement shall prove to have been incorrect in any material
          respect when made; or

     D.   Any judgment against Borrower or  any attachment or other levy against
          the  property of  Borrower with  respect  to a  claim remains  unpaid,
          unstayed on  appeal, undischarged, not  bonded or not dismissed  for a
          period of sixty (60) days; or

     E.   Borrower makes  an assignment  for the benefit  of creditors,  files a
          petition  in  bankruptcy,   is  adjudicated  insolvent  or   bankrupt,
          petitions or applies  to any tribunal for any  receiver or any trustee
          of Borrower  or any  substantial part of  its property,  commences any
          action  relating to  Borrower under  any reorganization,  arrangement,
          readjustment of debt, dissolution or liquidation law or statute of any
          jurisdiction,  

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          whether now  or hereafter  in  effect, or  if there  is
          commenced  against Borrower  any such  action, or  Borrower by  an act
          indicates  its consent to or  approval of any  trustee for Borrower or
          any substantial part of its property, or suffers any such receivership
          or trustee  to continue undischarged  for a period of  forty-five (45)
          days;  then  upon the  happenings of  any of  the foregoing  events of
          default which  shall be continuing,  the Advances shall become  and be
          immediately  due  and  payable  upon declaration  to  that  effect  by
          JCPenney.

     F.   Indebtedness of the  Borrower or any subsidiary of the  Borrower in an
          aggregate principal amount in excess  of $25,000,000 shall have become
          due  (by   acceleration,  mandatory   prepayment  or   repurchase,  or
          otherwise) before its  otherwise stated maturity after or  as a result
          of a  default in  the performance or  observance of any  obligation or
          condition with respect to such Indebtedness or shall fail to have been
          paid at its stated maturity or when otherwise due.

     MISCELLANEOUS 
     _____________

     A.   Amendments.   The  terms of  this Loan  Agreement may  not  be waived,
          altered,  modified,  amended or  terminated  in any  manner  except by
          written instrument signed by JCPenney and Borrower.

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     B.   Cumulative  Rights and  No Waiver.   Each  and every right  granted to
          JCPenney hereunder or under any other document  delivered hereunder or
          in  connection  herewith, or  allowed  it by  law or  equity  shall be
          cumulative of and  may be exercised in  addition to any and  all other
          rights of JCPenney, and no delay in exercising any right shall operate
          as  a waiver  thereof, nor  shall any  single  or partial  exercise by
          JCPenney of any right preclude any other or future exercise thereof or
          the  exercise of  any  other  right.   Borrower  expressly waives  any
          presentment, demand, protest or other notice of any kind.

     C.   Notices.   All notices hereunder shall  be in writing  or by telephone
          (with written confirmation) and,  if to JCPenney, mailed  or delivered
          to  it at  6501 Legacy  Drive,  Plano, Texas   75024-3698,  Attention:
          Treasurer;  or to Borrower,  mailed or delivered  to it  at 8333 Bryan
          Dairy Road, Largo,  FL  33777,  Attention: President, with  a copy  to
          Treasurer.

     D.   Governing  Law.    THIS  LOAN  AGREEMENT SHALL  BE  GOVERNED  BY,  AND
          CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

                                    8

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          IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement
     to be executed on the date first above written.

                                   J. C. PENNEY COMPANY, INC.




                                   By  /s/ R. B. Cavanaugh
                                        ________________________________
                                        R. B. Cavanaugh
                                        Vice President and Treasurer


                                   ECKERD CORPORATION




                                   By   /s/ F. A. Newman
                                        ________________________________
                                        F. A. Newman
                                        President and Chief Executive
                                          Officer

                                    9 

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                                                                  EXHIBIT "A"

                                                  DATE


     J. C. PENNEY COMPANY, INC.
     ADDRESS
     ADDRESS
     CITY, STATE  ZIP

     ATTN:

          WE CONFIRM  AND AGREE  TO REPAY THE  FOLLOWING BORROWING  AS INDICATED
     BELOW  AND AS  SET  FORTH  IN THE  LOAN  AGREEMENT  WITH  YOU DATED  AS  OF
     ___________ __, 1998:


           DATE PRINCIPAL                              
     TRANS. OF  AMOUNT OF MATURITY  NO.  INTEREST INTEREST            AMOUNT DUE
      NO.  LOAN   LOAN      DATE   DAYS    RATE     RATE   INTEREST  AT MATURITY
                                           BASIS

     TYPE OF BORROWING:

     SETTLEMENT INSTRUCTIONS:

          CREDIT PROCEEDS IN SAME DAY FUNDS TO:

                         ACCOUNT NAME:
                         BANK NAME:
                         CITY, STATE:
                         ACCOUNT NUMBER:



     MATURITY INSTRUCTIONS:

          CHARGE:               ACCOUNT NAME:
                                BANK NAME:
                                ACCOUNT NUMBER:

          OR

          WIRE TRANSFER TO:     J. C. PENNEY COMPANY, INC.
                                CITY, STATE:
                                ACCOUNT NUMBER:

                                        SINCERELY,



                                        AUTHORIZED SIGNER 

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                                                                 EXHIBIT "B"
                                   PROMISSORY NOTE

       For value  received, on demand, or  if prior demand  is not made  then on
     Maturity Date, Eckerd Corporation a Delaware corporation ("Borrower"), with
     its principal  place of business at  8333 Bryan Dairy Road,  Largo, Florida
     33777,  promises to  pay to  the order  of J.  C. Penney  Company, Inc.,  a
     Delaware corporation,  ("JCPenney"), the  unpaid principal  amount of  each
     borrowing  made by the Borrower advanced by JCPenney pursuant to the Eckerd
     Corporation  Loan Agreement  referred  to  below,  together  with  interest
     thereon from the  date of such borrowing at the rate  or rates specified in
     the  Eckerd   Corporation  Loan  Agreement,  as  specified  in  the  Eckerd
     Corporation  Loan Agreement.  All such  payments of principal shall be made
     in  lawful  money of  the United  States  in same  day funds  at JCPenney's
     address as set forth below.

       Each borrowing made by the  Borrower from JCPenney, the maturity thereof,
     interest rate  basis  and rate,  and  amounts  due at  maturity,  shall  be
     recorded  on Exhibit "A"  and,  prior  to any transfer  hereof, endorsed on
     such exhibit which  may be  attached hereto  as a part  of this  Promissory
     Note, provided that the failure of JCPenney to make any such recordation or
     endorsement shall not  affect the obligations of the  Borrower hereunder or
     under  the  Eckerd Corporation  Loan  Agreement.    The Borrower  shall  be
     notified of any such transfers  or borrowing participations, which shall be
     limited only to indebtedness which has been created through actual funding.

       The  Borrower  hereby  waives demand,  presentment,  notice  of dishonor,
     protest  and diligence  in collecting  sums due  hereunder.   Borrower will
     reimburse JCPenney for  its expense, including reasonable  attorneys' fees,
     in connection with collection of any sums due to JCPenney hereunder.

       This Promissory Note  is one of the  Promissory Notes referred to  in the
     Eckerd  Corporation Loan  Agreement dated  as of  _______ __,  1998 between
     Borrower and JCPenney and  terms defined in such Agreement are  used herein
     with the same meanings.   Reference is made to the  Eckerd Corporation Loan
     Agreement for provisions for the prepayment hereof.

       THIS PROMISSORY  NOTE SHALL BE  GOVERNED BY, AND CONSTRUED  IN ACCORDANCE
     WITH, THE LAWS OF THE STATE OF NEW YORK.

     Lender Name: J. C. Penney Company, Inc.          Eckerd Corporation 
                  __________________________       __________________________
                                                         ("Borrower")
     Address for Payment:
     6501 Legacy Drive                             By:                      
     ______________________________________        _______________________
                                                          (Signature)

     Plano, Texas  75024-3698   
     _____________________________________
                                                 
                                                   __________________________
                                                            (Title)

     Date: 
     _________________________________