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                                                                  Exhibit 10(b)
                      SUPPLEMENTAL RETIREMENT PROGRAM AMENDMENT
                      _________________________________________

          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. ("SRP"), the SRP
     shall be amended effective July 14, 1999 to revise Paragraph (11) of
     Article VIII in its entirety and to add a new Paragraph (12) to Article
     VIII to read as follows:

          (11)     Change of Control:  Solely for the purposes of this Paragraph
                   _________________
     (11), the 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 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 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 the event set forth in any one of the following
     subparagraphs 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 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

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     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 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

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     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.

          (12)     Separation Allowance Program:  If an Eligible Management
                   ____________________________
     Associate becomes entitled to Severance Pay under the J. C. Penney Company,
     Inc. 1999 Separation Allowance Program for Profit-Sharing Management
     Associates ("SAP") or if this Plan is terminated within five years after a
     Change of Control (as defined in Paragraph (11) above) and, at that time,
     in either case, is age 45 or older with at least five years of Credited
     Service, he also shall become entitled to the same Plan benefits

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     (as adjusted by this Paragraph (12) he would have become vested in under
     Article VIII, Paragraph (2) of this Plan as if this Plan had been
     terminated on the day before his Employment Termination (within the meaning
     of the SAP).  In calculating such Plan benefit, an Eligible Management
     Associate

          (a)     shall receive credit for an additional five years of Credited
          Service (provided that total Credited Service under the Plan does not
          exceed 40 years) and

          (b)     shall, if age 55 or less, be deemed to be five years older
          than his actual age, or if age 56 to 59 be deemed to be age 60, and

          (c)     shall have his Severance Pay counted as Compensation under
          this Plan as if paid in monthly installments commencing with his
          Employment Termination (within the meaning of the SAP),

     provided that, for purposes of clause (ii) of Subparagraph (b) of Paragraph
     (1) of Article IV of this Plan, the single life, no-death-benefit annuity
     equivalent shall not exceed the equivalent determined by ascribing to the
     Common Stock of the Company, as of the Valuation Date, a value equal to the
     average of the mean of the high and low sales prices (as reported in the
     composite transaction table covering transactions of New York Stock
     Exchange-listed securities) for each trading day in the two calendar
     quarters immediately preceding the calendar quarter in which a Change of
     Control (as defined in Paragraph (11) above) occurs, and the amount payable
     under this Plan at age 60 assuming such Eligible Management Associate
     remained in employment up to such age at a Compensation level equal to that
     of the calendar year immediately preceding his Employment Termination
     (within the meaning of the SAP).

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